Common use of Commercially Reasonable Efforts Clause in Contracts

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon From the date hereof through the Effective Time, on the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use commercially reasonable efforts (unless, with respect to any action, another standard of performance is expressly provided for herein), prior to, at and after the REB Transfer Time, to take, or cause to be taken, all actions that are necessaryactions, proper and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary or advisable under this Agreement and applicable Law to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain obtaining all necessary actions or nonactions, waivers, consents, approvals, orders advisable Governmental Approvals and authorizations from making all necessary or advisable registrations and filings (including filings with Governmental Entities, make if any) and taking all reasonable steps as may be necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, and (ii) obtaining all necessary or advisable Consents, (iii) execute defending against any Actions challenging this Agreement or any other Transaction Document or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and deliver (iv) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby Transactions and to fully to carry out the purposes of the Transaction Documents, other than, in the case of each of clauses (i) through (iv), with respect to registrations, filings and other Governmental Approvals relating to Review Laws, which are the subject of Section 9.04(b). In connection with and without limiting the foregoing, Parent shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to any Transaction or this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty Agreement or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) Transaction Document and (yB) none of VMware, Pivotal, if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any of their Affiliates shall other Transaction Document, use commercially reasonable efforts to ensure that the Merger and the other Transactions may be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact consummated as promptly as practicable on the reasonably expected benefits to VMware of completing terms contemplated by the MergerTransaction Documents. Each of the parties hereto shall furnish keep the other parties hereto reasonably informed of its progress in obtaining any necessary or advisable Consents and Governmental Approvals pursuant to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4this Section 9.04(a).

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to shall act in good faith and use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable. Without limiting the foregoing, including using the parties shall use commercially reasonable efforts to accomplish the following: (and shall use commercially reasonable efforts to cause their respective subsidiaries, and use commercially reasonable efforts to cause their respective affiliates, directors, officers, employees, agents, attorneys, accountants and representatives, to) (i) obtain consult and cooperate with and provide assistance to each other in the preparation and filing with the SEC of the Offer Documents, the Schedule TO, the State Filings, the Schedule 14D-9 and the Proxy Statement and all required consents, approvals necessary amendments or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, supplements thereto; (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications or other permissions or actions by, and authorizations from Governmental Entities, make give all necessary registrationsnotices to, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding byfilings with and applications and submissions to, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty Entity or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such Person necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoingconsummation of the transactions contemplated by this Agreement as soon as reasonably practicable; (iii) provide all such information concerning such party, subject its subsidiaries and its officers, directors, employees, partners and affiliates as may be necessary or reasonably requested in connection with any of the foregoing and (iv) avoid the entry of, or have vacated or terminated, any decree, order or judgment that would restrain, prevent, or delay the consummation of the Offer or the Merger. Prior to section 5.4making any application to or filing with a Governmental Entity or other entity in connection with this Agreement (other than filing under the HSR Act), each party shall provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement in the most expeditious manner practicable after the date of this Agreement, including using (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Company and Parent agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined below) with respect to the transactions contemplated hereby as promptly as practicable after the date of this Agreement and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and use commercially reasonable efforts to accomplish cause the following: (i) obtain all required consents, approvals expiration or waivers from, or participation in other discussions or negotiations with, third parties, including as required termination of the applicable waiting periods under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or HSR Act in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4most expeditious manner practicable.

Commercially Reasonable Efforts. (a) Upon No later than ten (10) Business Days after the terms and subject to the conditions set forth in this AgreementAgreement Date, each of the parties agrees to use commercially reasonable efforts to take, party shall make or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effectivemade, in the most expeditious manner practicable, the Merger and cooperation with the other transactions contemplated by this Agreementparties, including using commercially an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Merger. Each party shall use its reasonable best efforts to accomplish the followingto: (i) obtain all required consentsrespond at the earliest practicable date to any requests for additional information made by the U.S. Department of Justice ("DOJ"), approvals the Federal Trade Commission, ("FTC") or waivers from, or participation in any other discussions or negotiations with, third parties, including as required Governmental Body under any Material Contract, Antitrust Law relating to the Merger or to any other transaction contemplated hereby; (ii) obtain all necessary actions act in good faith and reasonably cooperate with the other party in connection with any investigation of the Merger or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid of any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate of the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor by any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment Governmental Body under any Contract in connection with obtaining any consent without the prior written consent of VMware Antitrust Law; (not to be unreasonably withheld, conditioned or deniediii) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent thatpermitted by Law, individually furnish to each other all information required for any filing, form, declaration, notification, registration and notice relating to the Merger or any other transaction contemplated hereby under any Antitrust Law; and (iv) take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Antitrust Law with respect to the Merger or any other transaction contemplated hereby. In connection with the foregoing: (A) whenever possible, each party shall give the other party reasonable prior notice of any written or oral communication with, and any proposed understanding or agreement with, any Governmental Body regarding any filings, forms, declarations, notifications, registrations or notices, and permit the other to review and discuss in advance, and consider in good faith the aggregateviews of the other in connection with, such action would any proposed written or oral communication, understanding or agreement with any Governmental Body with respect to the Merger or any other transaction contemplated hereby; (B) to the extent reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each practical, none of the parties hereto shall furnish participate in any meeting or conversation with any Governmental Body in respect of any filings or inquiry under any Antitrust Law relating to each the Merger or any other transaction contemplated hereby without giving the other party prior notice of the meeting or conversation and, unless prohibited by such necessary information and reasonable assistance as such Governmental Body, permitting the other party may to attend and participate; (C) if one party is prohibited by applicable Law or by the applicable Governmental Body from participating in or attending a meeting, conference or conversation, the attending party shall keep the other reasonably request apprised with respect thereto; and (D) the parties hereto shall consult and cooperate with one another in connection with any information or proposals submitted to a Governmental Body in connection with proceedings under any Antitrust Law relating to the Merger or any other transaction contemplated hereby. Without limiting the foregoing, subject the Company and Parent shall each use its reasonable best efforts: (1) to section 5.4avoid the entry of any Restraint under any Antitrust Law (an "Antitrust Restraint"); and (2) to eliminate every impediment under any Antitrust Law that may be asserted by any Governmental Body so as to enable the Closing to occur as soon as reasonably possible (and in any event, not later than the Outside Date).

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, Entity and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and deliver any additional instruments necessary without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the "HSR Filing") required under the HSR Act with respect to consummate the transactions contemplated hereby by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and fully its Board of Directors shall (1) take all action necessary to carry out the purposes of ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, exceptthe Stockholder Agreement, that (x) none of Pivotal nor the Merger or any of its Subsidiaries the other transactions contemplated by this Agreement or the Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may commit be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the payment effect of such statute or regulation on this Agreement, the Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement. Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any feebusiness of Parent, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Company or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4respective Subsidiaries.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement or the Voting Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation reasonable acts necessary to cause the conditions to Closing set forth in other discussions or negotiations with, third parties, including Article VI to be satisfied as required under any Material Contract, promptly as practicable; (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrationsregistrations and filings; and (iii) the obtaining of all necessary waivers, declarations consents, approvals or authorizations from third parties. The Company and filings Parent shall provide such assistance, information and make all commercially reasonable efforts cooperation to each other as is reasonably required to obtain an approval any such actions, nonactions, waivers, consents, approvals, orders and authorizations and, in connection therewith, will notify the other party promptly following the receipt of any comments from any Governmental Entity and of any request by any Governmental Entity for amendments, supplements or waiver fromadditional information in respect of any registration, declaration or to avoid filing with such Governmental Entity and shall supply the other person with copies of all correspondence between such person or any Legal Proceeding byof its representatives, on the one hand, and any Governmental Entity, and (iii) execute and deliver on the other hand. Notwithstanding the foregoing or any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes other provision of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit Agreement to the payment of contrary, in no event shall any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware party hereto be obligated to (not to be unreasonably withheld, conditioned or deniedA) and (y) none of VMware, Pivotalagree to, or proffer to, divest or hold separate, or enter into any of their Affiliates shall be required to selllicensing or similar arrangement with respect to, divest, license or otherwise dispose of any capital stock or other equity or voting interest, current assets (whether tangible or intangible)) or any portion of any current business of Parent, rightsthe Company or any of their respective Subsidiaries or (B) litigate any suit, products claim, action, investigation or businesses proceeding, whether judicial or administrative brought by a Governmental Entity, (1) challenging or seeking to restrain or prohibit the extent thatconsummation of the Merger or any other transaction contemplated by this Agreement or the Voting Agreement, individually (2) seeking to prohibit or limit in any material respect the aggregateownership or operation by the Company, such action would reasonably be expected to have Parent or any of their respective Affiliates of a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each portion of the parties hereto shall furnish current business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its subsidiaries, taken as a whole, or to each require any such person to dispose of or hold separate any material portion of the current business or assets of the Company and its subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, as a result of the Merger or any other party such necessary information and reasonable assistance as such other party may reasonably request transaction contemplated by this Agreement or the Voting Agreement, or (3) seeking to prohibit Parent or any of its Affiliates from effectively controlling in connection with any material respect a substantial portion of the foregoing, subject to section 5.4business or operations of the Company or its Subsidiaries.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, Entity and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties. In connection with and deliver any additional instruments necessary without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report forms (the "HSR Filing") required under the HSR Act with respect to consummate the transactions contemplated hereby by this Agreement as promptly as practicable. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing and, if requested, to promptly amend or furnish additional information thereunder and fully shall use their commercially reasonable efforts to carry out (A) take such actions as are necessary or advisable to obtain prompt approval of the purposes consummation of this Agreementthe Transactions by any Governmental Entity; and (B) to resolve any objections and challenges, exceptincluding by contest through litigation on the merits (such litigation to be directed by Parent, with any litigation costs incurred by the Company in connection with its participation therein in excess of $100,000 to be borne by Parent), negotiation or other action, that may be asserted by any Governmental Entity or third party with respect to the transaction contemplated by this Agreement under the HSR Act or any other antitrust or unfair competition law, rule or regulation; provided, however, that Parent shall not be required to initiate or continue such contest through litigation and shall be entitled to terminate this Agreement pursuant to Section 7.01(g) if (x) none Parent shall determine that the litigation cost to Parent and its Affiliates (including any litigation costs of Pivotal nor any of its Subsidiaries may commit the Company that Parent would bear pursuant to the payment of any feethis Section 5.03) are reasonably likely to exceed $1,000,000, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none Parent shall determine in good faith (after consultation with outside counsel) that Parent, the Company or one of VMwaretheir Affiliates will be required to proffer, Pivotaldivest or hold separate any material assets or any material portion of any business of Parent, the Company or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with resolving any such objection or challenge; and provided, further, that no settlement in respect of any such litigation which will in any way affect the foregoingconsideration to be received by the holders of the Company Common Stock, subject Company Stock Options or Warrants hereunder shall be approved by Parent without the Company's prior consent. The Company and its Board of Directors shall (1) take all action necessary to section 5.4ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Shareholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Shareholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Shareholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Shareholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Shareholder Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties ProLogis and Catellus agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval, waiver or exemption from any Governmental Entity, (ii) the obtaining of all necessary consents, approvals, orders and authorizations waivers or exemption from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, non-governmental third parties; and (iii) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully carry out the purposes of, this Agreement (including such agreements as may be reasonably necessary or desirable to minimize any excise Taxes pursuant to Section 280G of the Code). In addition, each of ProLogis and Catellus agrees to use their commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger, this Agreement or the transactions contemplated by this Agreement, including seeking to have any stay, temporary restraining order, injunction, or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement entered by any court or other Governmental Entity vacated or reversed. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes purpose of this Agreement, exceptthe proper officers and directors of Catellus and ProLogis shall take all such necessary action. From the date of this Agreement through the Effective Time, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any feeProLogis and Catellus shall timely file, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not cause to be unreasonably withheldfiled, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be with the SEC all SEC Documents required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4so filed.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement, including using commercially reasonable efforts to accomplish the following: (ia) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including reasonable acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (iib) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, make if any) and the taking of all steps as may be necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding bysuit, claim, action or proceeding by any Governmental Entity, (c) the obtaining of all necessary consents, approvals or waivers from third parties, (d) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholders Agreement, or the consummation of the Merger or the other transactions contemplated by, and to carry out the purposes of, this Agreement and the Stockholders Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iiie) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement and the Stockholders Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (a) use its commercially reasonable efforts to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, exceptthe Stockholders Agreement, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Merger or any of their Affiliates the other transactions contemplated by this Agreement or the Stockholders Agreement and (b) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholders Agreement, the Merger or any other transactions contemplated by this Agreement or the Stockholders Agreement, use its commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholders Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholders Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholders Agreement. Nothing in this Agreement shall be required deemed to sellrequire Parent to agree to, divestor proffer to, license divest or otherwise dispose hold separate any assets or any portion of any capital stock business of Parent or other equity its subsidiaries or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Company.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain taking all required consents, approvals or waivers from, or participation actions reasonably necessary to cause the conditions to the Closing set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle III to be satisfied, (ii) taking all actions reasonably necessary to obtain all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Authorities or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities, if any) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental EntityAuthority or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, so as to enable the Closing to occur as soon as reasonably possible, and (iiiiv) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and to fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable law, the conditions set forth in this Agreement, each of Sellers and the parties agrees to Purchaser shall use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable, including using commercially reasonable efforts such actions or things as the Purchaser or the Sellers, respectively, may reasonably request in order to accomplish cause any of the following: conditions to the Purchaser's or the Sellers' respective obligation to consummate such transactions specified in Article VII of this Agreement to be fully satisfied. Without limiting the foregoing, the Sellers and the Purchaser shall (and shall cause their respective officers, employees, agents, attorneys, accountants and representatives, to) consult and fully cooperate with and provide assistance to each other in (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain promptly obtaining all necessary actions or nonactions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and authorizations from Governmental Entities, make giving all necessary registrations, declarations notices to and making all necessary filings with and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding byapplications and submissions to, any Governmental Entity, and Entity or other Person as soon as reasonably practicable; (ii) seeking termination of any waiting period under the HSR Act; (iii) execute providing all such information about such party, its Subsidiaries and deliver its officers, directors, partners and Affiliates and making all applications and filings as may be necessary or reasonably required in connection with any additional instruments necessary to consummate of the foregoing; and (iv) in general, consummating and making effective the transactions contemplated hereby and fully to carry out the purposes hereby; provided, however, that notwithstanding any other terms or provisions of this Agreement, except, that (x) none of Pivotal nor in no event shall any of party or its Subsidiaries may commit Affiliates be deemed to the payment of have any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not obligation to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock assets or other equity properties or voting interest, assets (whether tangible to enter into any agreement with any Person in order to obtain early termination or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each expiration of the parties hereto shall furnish waiting period under the HSR Act or to each obtain any other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoingconsents, subject to section 5.4waivers, authorizations or approvals.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement and applicable law, each of the parties agrees to hereto will use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementAgreement as soon as reasonably practicable, including using such actions or things as any other party hereto may reasonably request in order to cause any of the conditions to such other party’s obligation to consummate such transactions specified in Article VIII to be fully satisfied. Without limiting the generality of the foregoing, the parties will, and will cause their respective directors, officers and Subsidiaries, and use commercially reasonable efforts to accomplish the following: cause their respective Affiliates, employees, agents, attorneys, accountants and representatives, to consult and fully cooperate with and provide assistance to each other in (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain obtaining all necessary actions or nonactions, waivers, consents, approvals, orders waivers, licenses, permits, authorizations, registrations, qualifications, or other permission or action by, and authorizations from Governmental Entities, make giving all necessary registrations, declarations notices to and making all necessary filings with and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding byapplications and submissions to, any Governmental Entity, and Entity or other Person; (ii) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Entity (an “Injunction”) of any type referred to in Section 8.1(d); (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries taking such actions as may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall reasonably be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request under applicable federal securities laws in connection with the foregoingissuance of the HoldCo Common Stock to be covered by the Registration Statement; and (iv) in general, subject consummating and making effective the transactions contemplated hereby; provided, however, that in order to section 5.4obtain any consent, approval, waiver, license, permit, authorization, registration, qualification, or other permission or action or the lifting of any Injunction referred to in clause (i) or (ii) of this sentence, no party will be required to pay any consideration (other than filing fees for any Governmental Filings), to divest itself of any of, or otherwise rearrange the composition of, its assets or to agree to any of the foregoing or to any conditions or requirements that are materially adverse to its interests or materially burdensome. Prior to making any application to or filing with any Governmental Entity or other Person in connection with this Agreement, each party will provide the other party with drafts thereof and afford the other party a reasonable opportunity to comment on such drafts.

Commercially Reasonable Efforts. Umpqua will (aand will cause the Umpqua Subsidiaries to) Upon use commercially reasonable efforts to obtain, and to assist NBB in obtaining, all necessary approvals, consents and orders, including but not limited to approvals of the FRB, FDIC, the Oregon Director and the California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and subject to the conditions set forth in this Agreement, Umpqua shall cooperate with NBB and use (and shall cause each of the parties agrees Umpqua Subsidiary to use commercially use) reasonable best efforts to take, take or cause to be takentaken all actions, and do or cause to be done all actions that are things, reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective, in effective the most expeditious manner Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Umpqua shall provide NBB an opportunity to review in advance, and to the extent practicable will consult with NBB and consider in good faith the views of NBB in connection with, all of the information relating to XXX xxx XXX Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Mergers and the other transactions contemplated by this Agreement. In exercising the foregoing rights, including using commercially reasonable efforts to accomplish NBB shall act reasonably and as promptly as practicable. Umpqua shall, upon request by NBB, furnish NBB with all information concerning itself, the following: (i) obtain all required consentsUmpqua Subsidiaries, approvals directors, officers and stockholders and such other matters as may be reasonably necessary or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract advisable in connection with obtaining any consent without the prior written consent statement, filing, notice or application made by or on behalf of VMware (not to be unreasonably withheldNBB, conditioned or denied) and (y) none of VMware, Pivotal, Umpqua or any of their Affiliates shall be required the Umpqua Subsidiaries or NBB Subsidiaries to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other third party such necessary information and reasonable assistance as such other party may reasonably request and/or any governmental entity in connection with the foregoingMergers and the transactions contemplated by this Agreement. Subject to applicable law, subject Umpqua shall keep NBB apprised of the status of matters relating to section 5.4completion of the transactions contemplated hereby, including promptly furnishing NBB with copies of notices or other communications received by Umpqua or any Umpqua Subsidiary, from any third party and/or any governmental entity with respect to such transactions.

Commercially Reasonable Efforts. (a) Upon Except in circumstances in which the terms and duties of the parties hereto under this Agreement are specifically described herein, subject to the conditions set forth in this Agreementapplicable Law, each of the parties agrees to shall act in good faith and use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate the Transactions at the earliest practicable date. In furtherance and not in limitation of the foregoing, (a) to the extent required of a party hereto pursuant to the HSR Act, such party shall make an appropriate filing (together with the payment of any required fees) of a Notification and Report Form with respect to the Transactions as promptly as practicable (and in any event within ten (10) Business Days of the date hereof provided that all necessary information required from any other party for such filing is timely provided) and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and use its commercially reasonable efforts to take, or cause to be taken, all other actions consistent with this Section necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and (b) except in circumstances in which the duties of the parties hereto under this Agreement are specifically described herein, the parties shall, and shall cause their respective Affiliates to use their respective commercially reasonable efforts to obtain all other consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions by, and give all necessary notices to, and make effectiveall filings with and applications and submissions to, any other Governmental Authority or other Person required for such party to consummate the Transactions as promptly as reasonably practicable. The parties shall each keep each other reasonably apprised of the status of material matters relating to the completion of the Transactions. Each of the Investors and the Company shall, in connection with the most expeditious manner practicableefforts referenced above in this Section to obtain all requisite approvals and authorizations for the Transactions, use its commercially reasonable efforts to cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party. Except as expressly set forth elsewhere in this Agreement, including without limitation the Merger obligation to pay required fees pursuant to the HSR Act as required by this Section and Section 5.11, under no circumstances shall the Investors be required to take any action that would materially and adversely affect the Investors, pay any amounts (other than the payment of routine and immaterial filing fees and expenses and fees of counsel), make any financial accommodations, dispose of any assets or agree to do any of the foregoing with respect to consents, approvals, waivers, licenses, permits, authorizations, registrations, qualifications or other permissions, filings, applications or submissions required to be obtained by the Company. Notwithstanding anything to the contrary contained herein, neither the Investors nor their Affiliates will be required or obligated to commence any litigation or divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable (subject, however, to the first sentence of Section 8.06 and the fourth sentence of Section 9.01(a)), the Merger Transactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to the Closings to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Authorities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities, if any) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding by, an action or proceeding by any Governmental EntityAuthority, and (iii) execute the obtaining of all necessary consents, approvals or waivers from Third Parties, (iv) the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement and (v) the use of commercially reasonable efforts (up to, but not beyond, October 31, 2004) to defend any lawsuits or other legal proceedings (whether judicial or administrative) challenging this Agreement or the consummation of the Transactions or the other transactions contemplated herein, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed. In connection with and without limiting the first sentence of this Section 9.05, each of Cargill and its Board of Directors and IMC and its Board of Directors shall (x) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, exceptthe Merger, that (x) none of Pivotal nor the Contribution or any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) transactions contemplated by this Agreement and (y) none of VMwareif any state takeover statute or similar statute becomes applicable to this Agreement, Pivotalthe Merger, the Contribution or any of their Affiliates shall the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger, the Contribution and the other transactions contemplated by this Agreement may be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact consummated as promptly as practicable on the reasonably expected benefits terms contemplated by this Agreement and otherwise to VMware minimize the effect of completing such statute or regulation on this Agreement, the Merger. Each of , the parties hereto shall furnish to each Contribution and the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate the Offer, the Merger and the other Transactions contemplated by this Agreement in the most expeditious manner practicable after the date of this Agreement, including (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or any of the other Transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all such material consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals. In furtherance and not in limitation of the foregoing, each of the Company and Parent shall make effective, an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any other Regulatory Law (as defined below) with respect to the Transactions contemplated hereby as promptly as practicable after the date of this Agreement and shall supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Regulatory Law and use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act or any other Regulatory Law in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including using (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all Necessary Approvals and all other consents, waivers, licenses, orders, registrations, approvals, permits, rulings, authorizations and clearances necessary, proper or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement (collectively, the "Other Consents") and (ii) taking all reasonable steps as may be necessary, proper or advisable to obtain all such Necessary Approvals and the Other Consents. In furtherance and not in limitation of the foregoing, each of Parent and Company agrees (i) to make (x) as soon as practicable after the date hereof, an appropriate filing (or, with respect to Parent, if applicable, appropriate filings) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and (y) as promptly as practicable, all other necessary filings with other Governmental Entities relating to the Merger, and, to supply as promptly as practicable any additional information or documentation that may be requested pursuant to such laws or by such authorities and to use its commercially reasonable efforts to accomplish cause the following: (i) obtain all required consents, approvals expiration or waivers from, termination of the applicable waiting periods under the HSR Act and the receipt of the Other Consents under such other laws or participation in other discussions or negotiations with, third parties, including from such authorities as required under any Material Contract, soon as practicable and (ii) obtain all necessary actions not to extend any waiting period under the HSR Act or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval enter into any agreement with the FTC or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary the DOJ not to consummate the transactions contemplated hereby and fully to carry out the purposes of by this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection except with obtaining any consent without the prior written consent of VMware the other parties hereto (which shall not to be unreasonably withheld, conditioned withheld or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangibledelayed), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. WSB will (aand will cause the WSB Subsidiaries to) Upon use its commercially reasonable efforts to obtain and to assist Umpqua in obtaining all necessary approvals, consents and orders, including but not limited to approval of the FDIC, FRB, the Oregon Director and California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and subject to the conditions set forth in this Agreement, WSB shall cooperate with Umpqua and use (and shall cause each of the parties agrees WSB Subsidiary to use commercially use) reasonable best efforts to take, take or cause to be takentaken all actions, and do or cause to be done all actions that are things, reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective, in effective the most expeditious manner Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, WSB shall provide Umpqua an opportunity to review in advance, and to the extent practicable will consult with Umpqua and consider in good faith the views of Umpqua in connection with, all of the information relating to Umpqua and Umpqua Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Mergers and the other transactions contemplated by this Agreement. In exercising the foregoing rights, including using commercially reasonable efforts to accomplish WSB shall act reasonably and as promptly as practicable. WSB shall, upon request by Umpqua, furnish Umpqua with all information concerning itself, the following: (i) obtain all required consentsWSB Subsidiaries, approvals directors, officers and stockholders and such other matters as may be reasonably necessary or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract advisable in connection with obtaining any consent without the prior written consent statement, filing, notice or application made by or on behalf of VMware (not to be unreasonably withheldWSB, conditioned or denied) and (y) none of VMware, Pivotal, Umpqua or any of their Affiliates shall be required the Umpqua Subsidiaries or WSB Subsidiaries to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other third party such necessary information and reasonable assistance as such other party may reasonably request and/or any governmental entity in connection with the foregoingMergers and the transactions contemplated by this Agreement. Subject to applicable law, subject WSB shall keep Umpqua apprised of the status of matters relating to section 5.4completion of the transactions contemplated hereby, including promptly furnishing Umpqua with copies of notices or other communications received by WSB or any WSB Subsidiary, from any third party and/or any governmental entity with respect to such transactions.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make take all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the transactions contemplated hereby, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal and (iiiiv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement; provided, excepthowever, that all necessary regulatory notices and applications (xincluding those to be filed by Parent or Green Bank with the Federal Reserve (if applicable) none and the OCC) shall be filed as soon as practicable but in any event within 20 Business Days after the date of Pivotal this Agreement (unless the Agreement is earlier terminated or such timeline is extended by the Company in writing) and provided further that neither the Company nor any of its Subsidiaries may the Bank shall commit to the payment of any material fee, penalty or other consideration or make any other material concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Parent.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties agrees to Company, Buyer and Acquisition shall, and the Company shall cause each of its Subsidiaries to, cooperate and use their commercially reasonable efforts to take, or cause to be taken, all actions that are appropriate action, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article VII, and to make, or cause to be made, all filings necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, including using their commercially reasonable efforts to accomplish (a) obtain, prior to the following: (i) obtain Closing Date, all required consentslicenses, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waiversPermits, consents, approvals, authorizations, qualifications and orders of Governmental Entities and authorizations from Governmental Entities, make all parties to contracts with the Company and its Subsidiaries as are necessary registrations, declarations for consummation of the transactions contemplated by this Agreement and filings to fulfill the conditions to the Offer and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, the Merger and (iiib) execute and deliver defend any additional instruments necessary to consummate lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated hereby (including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed), it being understood and fully agreed that the Company shall promptly notify Buyer of any litigation (including any stockholder litigation), other than where Buyer or Acquisition is the adverse party, against the Company and/or its directors relating to carry out any of the purposes transactions contemplated by this Agreement and the Company shall give Buyer the opportunity to participate in the defense or settlement of this Agreement, exceptany such litigation (provided, that (x) none of Pivotal nor no settlement with respect to any such litigation shall be agreed to without Buyer's prior consent, which shall not be unreasonably withheld); provided, however, that no loan agreement or contract for borrowed money shall be repaid, in whole or in part, except as currently required by its terms, and no Contract shall be amended to increase the amount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries may commit in order to obtain any such consent, approval or authorization without first obtaining the payment written approval of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Buyer.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions of Sections 4.1, 4.2, 5.2 and 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable in accordance with applicable Legal Requirements to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation the causing of the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, permits, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make all commercially filings with Governmental Entities, if any) and the taking of such reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental EntityEntity and to prevent any Material Adverse Effect of such party from occurring prior to the Effective Time of Merger I, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and deliver (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of of, this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in . In connection with obtaining any consent and without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with limiting the foregoing, subject to section 5.4the other terms and conditions hereof, each of the Company and Parent, and their respective Boards of Directors, shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Transaction, this Agreement or any of the transactions contemplated by this Agreement, use reasonable best efforts to ensure that the Transaction and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Transaction, this Agreement and the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 4.3 and Section 4.4(c)), each of Magellan and One Stone shall cooperate with the parties agrees other and use (and shall cause its respective Subsidiaries to use use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts preparing and filing promptly and fully all documentation to accomplish effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the following: Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, including, but not limited to, any consents required in connection with the assignment of the Other Assigned Contract to One Stone, (iiii) defend any lawsuits or other Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) obtain all required necessary consents, approvals or waivers from, or participation in other discussions or negotiations with, from third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the . For purposes of this Agreement, except“Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Applicable Laws issued by a Governmental Authority that (x) none are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Pivotal nor any monopolization or restraint of its Subsidiaries may commit to the payment trade or lessening of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4competition.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use use, except as otherwise provided below, its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from from, and the giving of any necessary notices to, Governmental Entities, make Authorities and the making of all necessary registrations, declarations and filings (including filings with Governmental Authorities, if any), and make the taking of all commercially reasonable efforts acts as may be necessary to obtain an approval any such action, nonaction, waiver, consent, approval, order or authorization, (iii) the obtaining of a lessor's estoppel certificate substantially in the form of Exhibit B hereto in accordance with the leases set forth on Section 6.03(a)(iii) of the Company Disclosure Letter; provided, however, that Parent and its Subsidiary shall not be required to, and the Company and its Subsidiaries shall not, make any material payment or provide any material value, enter into any Contract (or amend any existing Contract) that is materially disadvantageous to the Company and its Subsidiary or the Parent and its Subsidiaries or otherwise take any other action that is materially adverse to the Company and its Subsidiaries or the Parent and its Subsidiaries in order to obtain any consent, approval, amendment, waiver fromor estoppel certificate, unless, in the case of the Company and its Subsidiaries, Parent has provided written consent for such payment, value, Contract, amendment or to avoid any Legal Proceeding by, any Governmental Entityother action, and (iiiiv) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the first sentence of this Section 6.03(a), each of the Company and its Board of Directors shall (x) take all action necessary (and not otherwise prohibited by this Agreement) to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, exceptthe Principal Stockholders' Agreement, that (x) none of Pivotal nor the Merger or any of its Subsidiaries may commit to the payment of any fee, penalty other transactions contemplated hereby or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) thereby and (y) none of VMwareif any state takeover statute or similar statute becomes applicable to this Agreement, Pivotalthe Principal Stockholders' Agreement, the Merger or any of their Affiliates shall the other transactions contemplated hereby or thereby, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement or by Principal Stockholders' Agreement may be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact consummated as promptly as practicable on the reasonably expected benefits terms contemplated hereby or thereby and otherwise to VMware minimize the effect of completing such statute or regulation on this Agreement, the Merger. Each of Principal Stockholders' Agreement, the parties hereto shall furnish to each Merger and the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transactions contemplated hereby or thereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees hereto shall (and, to the extent subject to its control, shall cause the Ventures and their Subsidiaries to) use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain taking all required consents, approvals or waivers from, or participation actions reasonably necessary to cause the conditions to the Closing set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle III to be satisfied, (ii) taking all actions necessary to obtain the Required Approvals and Consents, (iii) taking all actions reasonably necessary to obtain all necessary actions or nonactions, other waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all other necessary registrations, declarations registrations and filings (including filings with Governmental Authorities, if any) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an any other approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental EntityAuthority necessary in connection with the consummation of the transactions contemplated by this Agreement, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, so as to enable the Closing to occur as soon as reasonably possible, (v) the execution and (iii) execute and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and to fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (yvi) none giving all consents and approvals required of VMwareit, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually acting for itself or in its capacity as a manager, managing member or partner of another entity, to carry out the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Mergertransactions contemplated by this Agreement. Each of the parties hereto shall furnish hereby consents to each the transfers of interests and other party such necessary information and reasonable assistance as such transactions contemplated hereby to be undertaken by the other party may reasonably request in connection with the foregoing, subject to section 5.4parties hereto.

Commercially Reasonable Efforts. (a) Upon the terms The Company and subject Parent shall each use its Commercially Reasonable Efforts to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to (i) take, or cause to be taken, all actions that are appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effectiveeffective the transactions contemplated by this Agreement as promptly as reasonably practicable, (ii) obtain from any Governmental Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required (A) to be obtained or made by Parent or the Company or any of its respective Subsidiaries, and (B) to avoid any action or proceeding by any Governmental Entity in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including, without limitation, the Merger, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under the Securities Act and the Exchange Act, any other applicable federal or state securities Laws, and any other applicable Law and (iv) contest and defend any lawsuits or other legal proceedings challenging this Agreement or the transactions contemplated hereby. In the event that the transactions contemplated by this Agreement cannot otherwise be consummated, each of Parent and the Company shall effect divestitures, hold separate and license arrangements that are reasonable in the most expeditious manner practicableaggregate. Parent and the Company shall cooperate with each other in connection with the making of all filings referenced in this paragraph, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith. To the extent reasonably practicable and subject to applicable confidentiality agreements and other confidentiality restrictions, the Company and Parent shall have the right to review and approve in advance, such approval not to be unreasonably withheld, all the information relating to it and its Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. The Company and Parent may, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consentsas each deems reasonably advisable and necessary, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under designate any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit competitively sensitive information provided to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates this Section 6.5 as “outside counsel only.” Such information shall be required given only to selloutside counsel of the recipient. In addition, divest, license the Company and Parent may redact any information from such documents shared with the other party or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses its counsel that is not pertinent to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each subject matter of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, filing or submission or which is subject to section 5.4applicable confidentiality agreements and other confidentiality restrictions.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.06), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain the obtaining of all necessary actions or nonactionspermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental EntityEntities, and (ii) the obtaining of all necessary consents or waivers from third parties, (iii) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby Merger and to fully to carry out the purposes of this Agreement, exceptand (iv) obtaining approval of the Nasdaq Capital Market to list or designate for quotation (as the case may be) the Parent Common Stock issued pursuant to the Merger. Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, that subject to applicable Law, promptly (x) none cooperate and coordinate with the other in the taking of Pivotal nor any of its Subsidiaries may commit to the payment of any feeactions contemplated by clauses (i), penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or deniedii) and (iii) immediately above and (y) none supply the other with any information that may be reasonably required in order to effectuate the taking of VMware, Pivotal, or any of their Affiliates such actions. The Company shall be required comply with all reasonable requests with respect to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or compliance with Parent’s credit facility in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing connection with the Merger. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the parties hereto transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall furnish use commercially reasonable efforts to each make, or cause to be made, as soon as reasonably practicable and after consultation with the other party party, an appropriate response in compliance with such necessary information request, and, if permitted by applicable Law and reasonable assistance as such by any applicable Governmental Entity, provide the other party may reasonably request party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the foregoing, subject to section 5.4transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to Company, Parent and Merger Sub shall cooperate with and assist each other, and shall use their commercially reasonable efforts efforts, to promptly (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as soon as practicable, including satisfaction (but not waiver) of the conditions precedent set forth in Article VII, as well as preparing and filing as promptly as practicable all documentation required to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any other Person, including any Government Authority, that are necessary, proper or advisable to consummate the Merger and make effective, other Transactions in the most expeditious manner practicable, but in any event before the Merger Termination Date, (iii) notify the other party of any communication (whether written or oral) from any Government Authority, providing the other party with copies of all such written communications, without delay, to the extent only that to do so is not legally prohibited and would not entail the disclosure of commercially sensitive information, and keeping the other party regularly and reasonably informed of the progress of any notification or filing and providing such assistance as may reasonably be required in relation thereto, (iv) provide reasonable assistance to the relevant applicant in responding to any request for information from any Government Authority promptly and in any event in accordance with any relevant time limit, (v) consult with, and taking into account the views of the other party as to the mode, content and timing of all material communications (whether made orally or in writing) with any Government Authority, (vi) give the other party a reasonable opportunity to comment on drafts of such material communications and to participate in telephone calls and meetings with any such Government Authority (save to the extent that such Government Authority expressly requests that the other party should not participate in such meetings or telephone calls); and (vii) provide the other party with copies of all filings made by such party with any Government Authority or any other information supplied by such party to a Government Authority in connection with the Transactions (with the exception of the filings submitted under the HSR Act); provided, however the provisions of this Section 6.3(a) shall not apply to any discussions, negotiations, communications or agreements between the Parent and any Government Authority or third party in respect of any license, sale, divestiture or disposals under Section 6.3(b) for which the Parent shall, subject to the requirements of the foregoing, have the sole right to devise and implement strategy and lead all meetings and communications with any Government Authority or third party, and shall keep the Company reasonably updated of the progress of any such discussions, communications and agreements. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Section 6.3(a) as “outside-counsel only.” Any such materials, as well as the information contained therein, shall be provided only to a receiving party’s outside counsel (and mutually-acknowledged outside consultants) and not disclosed by such counsel (or consultants) to any employees, officers, or directors of the receiving party without the advance written consent of the party supplying such materials or information. Notwithstanding anything to the contrary, nothing in this Agreement shall require Parent or any of its Affiliates to incur any material out-of-pocket expense other transactions contemplated than Parent’s own legal fees and related out-of-pocket expenses or as specifically required by this Agreement, including using commercially reasonable efforts or change any terms to accomplish the following: (i) obtain all required consents, approvals any Contract to which Parent or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit Affiliates is a party in order to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining obtain any consent without the prior written consent of VMware (not or cause any condition precedent to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4satisfied.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties Parties agrees to use commercially reasonable efforts in good faith to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws, so as to permit consummation of the transactions contemplated hereby as promptly as practicable, including the satisfaction of the conditions set forth in Article VI, and shall reasonably cooperate with the other Party to that end. Stockholder Approval. Following the date that the Registration Statement is declared effective by the SEC, Charter shall take, in accordance with applicable Law and the Charter Articles and Charter Bylaws, all action necessary to convene a special meeting of its stockholders as promptly as practicable to consider and vote upon the approval of this Agreement and the transactions contemplated hereby (including the Merger) and any other matters required to be approved by Charter’s stockholders in order to permit consummation of the Merger and the transactions contemplated hereby (including any adjournment or postponement thereof, the “Charter Meeting”) and shall take all lawful action to solicit such approval by such stockholders. Charter shall use its commercially reasonable efforts to obtain the Requisite Charter Stockholder Approval to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated hereby, and shall ensure that the Charter Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by this AgreementCharter in connection with the Charter Meeting are solicited in compliance with the MGCL, including using commercially reasonable efforts the Charter Articles and Charter Bylaws, and all other applicable legal requirements. Except with the prior approval of CenterState, other than the items noted above and the submission for approval of the compensation payable to accomplish Charter’s executive officers in connection with the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including Merger as required under any Material Contractby the rules of the SEC, (ii) obtain no other matters shall be submitted for the approval of Charter stockholders at the Charter Meeting. Except to the extent provided otherwise in Section 5.09, the board of directors of Charter shall at all necessary actions or nonactions, waivers, consents, approvals, orders times prior to and authorizations from Governmental Entities, make all necessary registrations, declarations during the Charter Meeting recommend approval of this Agreement by the stockholders of Charter and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby (including the Merger) and fully any other matters required to carry out be approved by Charter’s stockholders for consummation of the purposes of this AgreementMerger and the transactions contemplated hereby (the “Charter Recommendation”) and shall not withhold, exceptwithdraw, that (x) none of Pivotal nor amend, modify, change or qualify such recommendation in a manner adverse in any of its Subsidiaries may commit respect to the payment interests of CenterState or take any fee, penalty or other consideration action or make any other concessionpublic statement inconsistent with such recommendation and the Proxy Statement-Prospectus shall include the Charter Recommendation. In the event that there is present at such meeting, waiver in person or amendment under any Contract in connection by proxy, sufficient favorable voting power to secure the Requisite Charter Stockholder Approval, Charter will not adjourn or postpone the Charter Meeting unless Charter is advised by counsel that it is reasonably necessary to take such actions to comply with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates its fiduciary duties. Charter shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses keep CenterState updated with respect to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request proxy solicitation results in connection with the foregoing, subject to section 5.4Charter Meeting as reasonably requested by CenterState.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 7.08), each of the parties agrees to hereto will, and Parent will cause its Subsidiaries, including Merger Sub, to, use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) obtain the obtaining of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactionsPermits, waivers, consents, approvals, orders approvals and authorizations actions or non-actions from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) necessary to consummate the transactions contemplated hereby, (ii) the execution and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby Offer, the Merger and to fully to carry out the purposes of this Agreement, except(iii) obtain all necessary or appropriate consents, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment waivers and approvals and provide all necessary notice under any Contract in connection with obtaining any consent without the prior written consent of VMware (not Target Material Contracts reasonably requested to be unreasonably withheldobtained by Parent, conditioned or deniedincluding, without limitation, those consents, waivers, approvals and notices identified in Sections 5.3(b) and 5.3(c) of the Disclosure Schedules. The Target and Parent will, and Parent will cause its Subsidiaries, including Merger Sub, to, subject to applicable Law, promptly (y) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (yiii) none immediately above and (z) supply the other with any information that may be reasonably required in order to effectuate the taking of VMwaresuch actions. If the Target or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, Pivotalthen it will use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any of their Affiliates shall be required applicable Governmental Entity and subject to sellall privileges (including the attorney client privilege), divest, license or otherwise dispose provide the other party’s counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request filing made thereto in connection with the foregoing, subject to section 5.4transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, make if any) and the taking of all steps as may be necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, an action or proceeding by any Governmental Entity, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement, or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and deliver (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement and the Stockholder Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (1) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, exceptthe Stockholder Agreement, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Merger or any of their Affiliates the other transactions contemplated by this Agreement and the Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any other transactions contemplated by this Agreement and the Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Stockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement. Nothing in this Agreement shall be required deemed to sellrequire Parent to agree to, divestor proffer to, license divest or otherwise dispose hold separate any assets or any portion of any capital stock business of Parent or other equity its subsidiaries or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Company.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all acts necessary to cause the conditions to the Closing to be satisfied (but in no event shall a party be required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including to waive any such condition) as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders clearances and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrationsregistrations and filings, declarations including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed as soon as reasonably practicable, but in any event within 15 days, following the execution of this Agreement) and filings any applicable antitrust, competition or similar laws of any foreign jurisdiction, and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and deliver (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of of, this Agreement. In furtherance of the covenants contained in Sections 6.3(a)(ii) and 6.3(a)(iv), exceptParent and Xxxxxx shall, that (x) none of Pivotal nor if required by one or more Governmental Entities acting pursuant to any applicable antitrust, competition or similar laws to obtain any of its Subsidiaries may commit the actions or nonactions, waivers, consents, clearances, approvals, or avoidance of actions or proceedings referred to in Sections 6.3(a)(ii), or pursuant to Section 6.3(a)(iv) or if required by a federal, state or foreign court, agree to the payment of any feedivestiture by Parent, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Xxxxxx or any of their Affiliates shall be required to sell, divest, license or otherwise dispose respective Subsidiaries of any shares of capital stock or other equity or voting interestof any business, assets or property of Parent or its Subsidiaries or Xxxxxx or its Subsidiaries and the imposition of any limitation on the ability of Parent or its Subsidiaries or Xxxxxx or its Subsidiaries to conduct their respective businesses or to own or exercise control of their respective assets, properties and stock (whether tangible including licenses, hold separate agreements, covenants affecting business operating practices or intangible), rights, products or businesses to the extent thatsimilar matters) if such divestitures and limitations, individually or in the aggregate, such action would not be reasonably be expected to have result in the loss of annualized revenue of Parent and Xxxxxx on a material and adverse impact on combined consolidated basis of more than $225,000,000. Subject to Applicable Laws relating to the reasonably expected benefits to VMware exchange of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance in addition to Section 6.3(b), Parent and Xxxxxx, or their respective counsel, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent and its Subsidiaries or Xxxxxx and its Subsidiaries, as such other the case may be, that appears in any filing made with, or written materials submitted to, any third party may reasonably request or any Governmental Entity in connection with the foregoing, subject to section 5.4Merger and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate the Merger and make effectivethe other transactions contemplated by this Agreement as promptly as practicable after the date hereof, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, orders, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party agrees (i) to make, as promptly as practicable, to the extent it has not already done so, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within 30 business days of the date hereof) and (B) required filings with the applicable Governmental Entities under any applicable laws (including all applicable foreign (including Bermuda), federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws”) and the Companies Act) which filings shall be made in any event within the time periods specified thereunder and (ii) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such applicable laws or by such authorities and to use commercially reasonable efforts to cause the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all such consents, waivers, orders, approvals, permits, rulings, authorizations and clearances under such other applicable laws or from such authorities as soon as practicable. Each of Company and Parent will promptly cooperate with and furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them or any of their subsidiaries in connection with the foregoing. Notwithstanding the foregoing or anything in this Agreement to the contrary, none of Parent (and its subsidiaries) or Company (and its subsidiaries) may, without the prior written consent of the other party, consent to, take or agree or commit to take, nor shall either such party be required to consent to, take or agree or commit to take, any action (including with respect to selling, holding separate or otherwise disposing of any business or assets or conducting its (or its subsidiaries’) business in any specified manner) if doing so would, individually or in the most expeditious manner practicableaggregate, reasonably be expected to result in a Material Adverse Effect on Parent after the Effective Time. In connection with and without limiting the foregoing, Company and Parent shall (i) take all action necessary to ensure that no takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, or any of the other transactions contemplated by this Agreement and (ii) if any takeover statute or similar statute or regulation becomes applicable to the Merger, this Agreement, or any other transaction contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger and the other transactions contemplated by this Agreement. Subject to receipt of the Required Parent Vote, including using Parent shall take such actions as are necessary to amend its certificate of incorporation to provide for an increase in the number of authorized shares of Parent Common Stock sufficient to deliver the shares of Parent Common Stock required under 0. Subject to receipt of the Bye-Law Vote, Company shall take such actions as are necessary to amend its bye-laws to reflect the Bye-Law Amendments. Company and Parent shall use commercially reasonable efforts to accomplish coordinate the following: (i) obtain all required consentsdeclaration, approvals or waivers from, or participation setting of record dates and payment dates of dividends on the Company Common Shares and the Parent Common Stock so that the holders of the Company Common Shares do not receive dividends on both the Company Common Shares and the Parent Common Stock received in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment Merger in respect of any fee, penalty calendar quarter or other consideration fail to receive a dividend on either the Company Common Shares or make any other concession, waiver or amendment under any Contract the Parent Common Stock received in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose Merger in respect of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4calendar quarter.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other Third Party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Third Party that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the commercially reasonable efforts of any party hereto under this Section 8.01(a) shall not be deemed to include (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with a Governmental Authority in connection with the transactions contemplated hereby or (B) divesting or otherwise holding separate (including using by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the Surviving Corporation’s Subsidiaries or any of their respective Affiliates’ businesses, assets or properties. Notwithstanding anything in this Agreement to the contrary, if any administrative or judicial action or proceeding (each a “Proceeding”) is instituted or threatened to be instituted, or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent (each an “Order”) is entered or threatened to be entered, in each case challenging the consummation of the Merger or any other transaction contemplated by this Agreement as violative of any antitrust or competition Law, the parties shall use commercially reasonable efforts to accomplish the following: (i) obtain all required consentscontest, approvals or waivers fromavoid, vacate, modify, or participation in other discussions suspend each such Proceeding or negotiations with, third partiesOrder, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4through litigation.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including using commercially reasonable efforts to accomplish the following: (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all required consents, approvals waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or waivers from, advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or participation in any of the other discussions or negotiations with, third parties, including as required under any Material Contract, transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all necessary actions or nonactionssuch material consents, waivers, consentslicenses, approvalsregistrations, permits, authorizations, tax rulings, orders and authorizations from Governmental Entitiesapprovals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make all necessary registrations, declarations an appropriate filing of a Notification and filings Report Form pursuant to the HSR Act and make all commercially reasonable efforts any other Regulatory Law (as defined in Section 5.03(b) below) with respect to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby as promptly as practicable after the date hereof and fully to carry out supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the purposes HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this AgreementAgreement as violative of any Regulatory Law, excepteach of Parent and the Company shall cooperate with each other and, that if necessary to (I) obtain any regulatory approval, (II) contest, resist or resolve any such action or proceeding, or (III) have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order (whether temporary, preliminary or permanent): (x) none Parent shall take any and all actions with respect to its assets or the assets of Pivotal nor any of its Subsidiaries may commit (including selling, holding separate, licensing or otherwise disposing of such assets, or agreeing to, or permitting, any of the foregoing with respect to such assets); and (y) Parent shall direct the payment Company, and the Company at the direction of the Parent shall take any and all actions with respect to its assets or the assets of any feeof its Subsidiaries (including selling, penalty holding separate, licensing or other consideration otherwise disposing of such assets, or make agreeing to, or permitting any other concessionof the foregoing with respect to such assets); provided, waiver or amendment under however, that neither Parent nor the Company shall be required to take any Contract in connection with obtaining any consent without of the prior written consent of VMware actions pursuant to clauses (not to be unreasonably withheld, conditioned or deniedx) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent thatthat the assets to be sold, individually held separate, licensed or otherwise disposed of generated, in the aggregate, such action would reasonably be expected to have a material and adverse impact calendar year 2004 (based on the reasonably expected benefits to VMware of completing the Merger. Each internal financial records of the parties hereto shall furnish to Company or Parent, as the case may be) more than $1.9 billion in net sales (each other party such necessary information and reasonable assistance as such other party may reasonably request of the actions set forth in connection with the foregoing, clauses (x) or (y) (subject to section 5.4the foregoing proviso) being referred to as “Specified Efforts”).

Commercially Reasonable Efforts. (a) Upon the terms and conditions set ------------------------------- forth herein, subject to the conditions set forth in this Agreementfiduciary responsibilities, each of the parties Company, Parent and Newco agrees to use its commercially reasonable efforts to cause the purchase of Shares pursuant to the Offer and the consummation of the Merger to occur as soon as reasonably possible. Without limiting the foregoing, (i) each of the Company, Parent and Newco agree to use its commercially reasonable efforts to take, or cause to be taken, all actions necessary to comply promptly with all legal requirements that are necessary, proper or advisable may be imposed on itself with respect to consummate the Offer and make effective, in the most expeditious manner practicable, the Merger (which actions shall include furnishing all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) and shall promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them or any of their Subsidiaries in connection with the Offer and the other transactions contemplated by this AgreementMerger, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, and (ii) obtain all necessary actions or nonactionseach of the Company, waiversParent and Newco shall, consentsand shall cause its Subsidiaries to, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all use its commercially reasonable efforts to obtain an (and shall reasonably cooperate with each other in obtaining) (a) any material consent, authorization, order or approval or waiver fromof, or to avoid any Legal Proceeding exemption by, any Governmental EntityEntity or other public or private third party required to be obtained or made by Parent, Newco, the Company or any of their Subsidiaries in connection with the Offer and the Merger or the taking of any action contemplated by this Agreement and (iiib) execute and deliver any additional instruments the financing necessary to consummate the transactions contemplated hereby Offer and fully the Merger on terms and conditions satisfactorily to carry out Parent. Notwithstanding anything to the purposes of contrary contained in this Agreement, exceptin connection with any filing or submission required or action to be taken by Parent, that (x) none the Company or any of Pivotal Company Subsidiaries to consummate the Offer, the Merger or the other transactions contemplated in this Agreement, the Company shall not, without Parent's prior written consent, commit to any divestiture of assets or businesses of the Company and Company Subsidiaries if such divested assets and/or businesses are Material to the assets or profitability of the Company and Company Subsidiaries taken as a whole; and neither Parent nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license divest or hold separate or otherwise dispose take or commit to take any action that limits ability to retain, the Company or any of the businesses, product lines or assets of Parent or any capital stock of its Subsidiaries or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action that would reasonably be expected to have a material and adverse impact Material Adverse Effect on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Parent.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and conditions of this Agreement and subject to the conditions set forth in this Agreement, each fiduciary duties under applicable law of the parties agrees to directors of the Company (as determined by such directors in good faith), Company and Parent will use all commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts but not limited to accomplish making all filings with the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments SEC necessary to consummate such transactions. In furtherance and not in limitation of the transactions contemplated foregoing, each of Parent and Company agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions as promptly as practicable and in any event within ten business days of the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Anything to the contrary in the foregoing notwithstanding, the parties hereby and fully agree that no party hereto will be required to carry out take or commit itself to take any action, including, without limitation, the purposes proposing, negotiating, committing to or effecting, by consent decree, "hold separate" order or otherwise, the sale, divestiture or disposition of this Agreement, except, that assets or businesses of Parent (x) none of Pivotal nor or any of its Subsidiaries may commit to Subsidiaries, including the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangibleSurviving Corporation), rights, products or businesses to the extent that, individually or in the aggregate, if such action would reasonably be expected limit Parent or its Subsidiaries' freedom of action with respect to, or its ability to have a material and adverse impact on retain, one or more of its Subsidiaries' businesses, product lines or assets after the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Effective Date.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to hereto (including the Company) will use commercially reasonable efforts to take, or cause to be taken, all actions that are action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective, effective in the most expeditious manner practicablepracticable the transactions contemplated hereby, including without limitation, making all required regulatory filings as promptly as practicable after the Merger date hereof. Without limiting the generality of the foregoing, Purchasers and the other transactions contemplated by Company will each, as promptly as practicable following the execution and delivery of this Agreement, including using commercially reasonable efforts file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form required pursuant to accomplish the following: (i) obtain all required consentsHSR Act for the transactions contemplated hereby, approvals and will provide promptly upon request of the FTC or waivers from, the DOJ or participation any other Governmental Authority any supplemental information requested in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders connection therewith. Purchasers and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all the Company will use commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each early termination of the parties hereto waiting period under the HSR Act. Purchasers and the Company shall furnish to the each other party such necessary information and reasonable assistance as such the the other party may reasonably request in connection with its preparation of any filing or submission which is necessary under the HSR Act or other applicable Law. Purchasers shall keep Seller apprised of the status of any communications with, and inquiries or requests for additional information from, the FTC and the DOJ or any other Governmental Authority and shall comply promptly with any such inquiry or request. In connection with the foregoing, subject Purchasers and the Company shall use their respective reasonable commercial efforts to section 5.4resolve objections, if any, as may be asserted with respect to the transactions contemplated hereby under any antitrust or trade or regulatory Laws of any Governmental Authority. In complying with the foregoing, Purchasers and the Company shall use all reasonable commercial measures available to consummate the transactions contemplated hereby. Notwithstanding the foregoing or any other covenant or agreement herein contained, in connection with the receipt of any necessary approvals under the HSR Act or otherwise in respect of the transactions contemplated hereby, neither any party hereto nor any of its respective affiliates shall be required to: (i) divest or hold separate or otherwise take or commit to take any action that limits such party's or affiliate's freedom of action with respect to, or its ability to retain, administer or operate, any of its assets, properties or business; or (ii) commence any litigation against any person or entity in order to facilitate the consummation of any of the transactions contemplated hereby.

Commercially Reasonable Efforts. (ag) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 6.08), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain the obtaining of all necessary actions or nonactionspermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental EntityEntities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby Offer, the Merger and to fully to carry out the purposes of this Agreement. The Company and Parent shall, exceptsubject to applicable Law, that promptly (x) none cooperate and coordinate with the other in the taking of Pivotal nor the actions contemplated by clauses (i), (ii) and (iii) immediately above and (y) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any material communication from any Governmental Entity regarding any of its Subsidiaries may commit the transactions contemplated by this Agreement. If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the payment transactions contemplated by this Agreement, then it shall use commercially reasonable efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract filing made thereto in connection with obtaining the transactions contemplated by this Agreement. Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any consent Governmental Entity to stay, toll or extend any applicable waiting period under any applicable Antitrust Laws, without the prior written consent of VMware the other (such consent not to be unreasonably withheld, conditioned withheld or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangibledelayed), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, the Company, Parent and Merger Sub shall cooperate with each of the parties agrees other and use (and shall cause their respective Subsidiaries to use use) their respective commercially reasonable efforts to take, take or cause to be takentaken all actions, and do or cause to be done all actions that are things reasonably necessary, proper or advisable on its part under this Agreement and applicable Laws to consummate and make effective, in effective the most expeditious manner practicableOffer, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable, including using commercially reasonable efforts preparing and filing as promptly as practicable all documentation to accomplish the following: (i) effect all necessary notices, reports and other filings and to obtain as promptly as practicable all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consentsregistrations, approvals, orders permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental EntitiesAuthority in order to consummate the Offer, make the Merger or any of the other transactions contemplated by this Agreement. Without limiting the foregoing, Parent and Merger Sub shall take all necessary registrationsreasonable actions to cause the Offer to be conducted in accordance with all applicable Laws. In connection with and without limiting the foregoing, declarations the Company, Parent and filings and make all commercially reasonable efforts to obtain an approval Merger Sub shall each file or waiver fromjointly file, if applicable, or cause to avoid any Legal Proceeding bybe filed, any Governmental Entitynotifications, and (iii) execute and deliver any additional instruments necessary approval applications or the like required to consummate be filed under all merger control laws with respect to the transactions contemplated hereby and fully Parent shall pay all filing and similar fees and related expenses payable in connection therewith. Subject to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit applicable Laws relating to the payment exchange of any feeinformation, penalty or Parent, Merger Sub and the Company shall have the right to review in advance, and to the extent practicable each will consult with the other consideration or make any on and consider in good faith the views of the other concession, waiver or amendment under any Contract in connection with obtaining any consent without with, all of the prior written consent of VMware (not information relating to be unreasonably withheldParent, conditioned Merger Sub or denied) the Company, as the case may be, and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sellrespective Subsidiaries, divestthat appears in any filing made with, license or otherwise dispose of written materials submitted to, any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other third party such necessary information and reasonable assistance as such other party may reasonably request and/or any Governmental Authority in connection with the foregoingOffer, subject the Merger and the other transactions contemplated by this Agreement (including the Company Proxy Statement and material information, if any, provided to section 5.4unions, works councils or other representative bodies or labor organizations). In exercising the foregoing rights, each of the Company, Parent and Merger Sub shall act reasonably and as promptly as practicable.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions ------------------------------- of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation the causing of the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make all commercially filings with Governmental Entities, if any) and the taking of such reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties, including all Necessary Consents, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and deliver (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of of, this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in . In connection with obtaining any consent and without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with limiting the foregoing, subject to section 5.4the other terms and conditions hereof, Oplink and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, this Agreement and the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation reasonable acts necessary to cause the conditions to the transaction set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle VII to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (iii) execute the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including without limitation the consents referred to in Schedule 2.5 of the Plastec Schedule, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and deliver (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. This obligation shall include, on the part of GSME, sending a termination letter to Continental in substantially the form of the exhibit attached to the Investment Management Trust Account Agreement by and between GSME and Continental dated as of November 19, 2009. In connection therewith and without limiting the foregoing, GSME and its Board of Directors and Plastec and its Board of Directors shall, if any takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, exceptuse their commercially reasonable efforts to enable the transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that (x) none of Pivotal nor nothing in this Agreement shall be deemed to require GSME or Plastec to agree to any divestiture by itself or any of its Subsidiaries may commit to the payment Affiliates of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent shares of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interestof any business, assets (whether tangible or intangible)property, rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a imposition of any material and adverse impact limitation on the reasonably expected benefits ability of any of them to VMware conduct their business or to own or exercise control of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoingstock, subject to section 5.4assets or properties.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material ContractThird Persons, (ii) obtain all necessary actions Actions or nonactionsnon-Actions, waivers, consents, approvals, orders Orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding Action by, any Governmental Entity, (iii) vigorously resist and contest any Action, including administrative or judicial Action, and seek to have vacated, lifted, reversed or overturned any Order (whether temporary, preliminary or permanent) that is in effect and that could restrict, prevent or prohibit consummation of the Merger and the other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all avenues of administrative and judicial appeal and (iiiiv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and fully to carry out the purposes of this Agreement; provided, excepthowever, that (x) none of Pivotal nor the Company, Parent or any of its respective Subsidiaries may shall commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware the Company (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses with respect to the extent that, individually Company and its Subsidiaries) or in the aggregate, such action would reasonably be expected Parent (with respect to have a material Parent and adverse impact on the reasonably expected benefits to VMware of completing the Mergerits Subsidiaries). Each of the parties hereto Parties shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing. Subject to applicable Law relating to the exchange of information, subject Parent and the Company shall each have the right to section 5.4review in advance, and to the extent practicable each shall consult with the other in connection with, all of the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appears in any filing made with, or written materials submitted to, any Third Person and/or any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement. In exercising the foregoing rights, each of Parent and the Company shall act reasonably and as promptly as practicable. Subject to applicable Law and the instructions of any Governmental Entity, the Company and Parent, to the extent practicable under the circumstances, shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws, rules and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable after the date hereof, including using preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, filings and other documents and to obtain as promptly as practicable all Requisite Regulatory Approvals and all other consents, waivers, orders, approvals, permits, rulings, authorizations and clearances necessary or advisable to be obtained from any third party or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each party agrees (i) to make, as promptly as practicable, to the extent it has not already done so, (A) an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (which filing shall be made in any event within 30 business days of the date hereof) and (B) required filings with the applicable Governmental Entities under any applicable laws (including all applicable foreign (including Bermuda), federal, state and local statutes and regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (collectively, the “Insurance Laws”) and the Companies Act) which filings shall be made in any event within the time periods specified thereunder and (ii) in each case, to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to such applicable laws or by such authorities and to use commercially reasonable efforts to accomplish cause the following: (i) obtain expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all required such consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consentsorders, approvals, orders permits, rulings, authorizations and authorizations clearances under such other applicable laws or from Governmental Entities, make all necessary registrations, declarations such authorities as soon as practicable. Each of Company and filings Parent will promptly cooperate with and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit furnish information to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent such efforts by, or requirement imposed upon, any of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, them or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request subsidiaries in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon Umpqua will use commercially reasonable efforts to obtain all necessary approvals, consents and orders, including but not limited to approvals of the FRB, FDIC, the Oregon Director and the California Commissioner, to the transactions contemplated by this Agreement and the Plans of Merger. Subject to the terms and subject to the conditions set forth in this Agreement, Umpqua shall cooperate with WSB and use (and shall cause each of the parties agrees Umpqua Subsidiary to use commercially use) reasonable best efforts to take, take or cause to be takentaken all actions, and do or cause to be done all actions that are things, reasonably necessary, proper or advisable on its part under this Agreement and applicable laws to consummate and make effective, in effective the most expeditious manner Mergers and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the Merger Mergers or any of the other transactions contemplated by this Agreement. Subject to applicable laws relating to the exchange of information, Umpqua shall provide WSB an opportunity to review in advance, and to the extent practicable will consult with WSB and consider in good faith the views of WSB in connection with, all of the information relating to WSB and WSB Subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Mergers and the other transactions contemplated by this Agreement. In exercising the foregoing rights, including using commercially reasonable efforts to accomplish Umpqua shall act reasonably and as promptly as practicable. Umpqua shall, upon request by WSB, furnish WSB with all information concerning itself, the following: (i) obtain all required consentsUmpqua Subsidiaries, approvals directors, officers and stockholders and such other matters as may be reasonably necessary or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract advisable in connection with obtaining any consent without the prior written consent statement, filing, notice or application made by or on behalf of VMware (not to be unreasonably withheldWSB, conditioned or denied) and (y) none of VMware, Pivotal, Umpqua or any of their Affiliates shall be required the Umpqua Subsidiaries or WSB Subsidiaries to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other third party such necessary information and reasonable assistance as such other party may reasonably request and/or any governmental entity in connection with the foregoingMergers and the transactions contemplated by this Agreement. Subject to applicable law, subject Umpqua shall keep the WSB apprised of the status of matters relating to section 5.4completion of the transactions contemplated hereby, including promptly furnishing WSB with copies of notices or other communications received by Umpqua or any Umpqua Subsidiary, from any third party and/or any governmental entity with respect to such transactions.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents to consummate the transactions contemplated hereby, (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and make effective(iii) defending any actions, in suits, claims, investigations or proceedings threatened or commenced by any Governmental Authority relating to the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts seeking to accomplish the following: (i) obtain all required consentshave any stay, approvals temporary restraining order or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, preliminary injunction entered by any Governmental EntityAuthority vacated or reversed, and (iiiiv) execute and deliver any additional instruments necessary cooperating to consummate the transactions contemplated hereby and fully extent reasonable with the other parties hereto in their efforts to carry out the purposes of comply with their obligations under this Agreement. In the event that the other parties to any Real Property Lease conditions its grant of a consent, except, that waiver or approval (xincluding by threatening to exercise a “recapture” or other termination right) none of Pivotal nor any of its Subsidiaries may commit to upon the payment of any a consent fee, penalty “profit sharing” payment or other consideration consideration, including increased rent payments or make other payments under the Real Property Lease, any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not such payment shall be deemed to be unreasonably withheld, conditioned or denied) the responsibility of Parent for all purposes of and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Mergerunder this Agreement. Each of Parent and the parties hereto shall furnish to Company will coordinate and cooperate fully with each other party in exchanging between outside counsel such necessary information and reasonable providing such assistance as such the other party may reasonably request in connection with the foregoing, subject to section 5.4foregoing and in seeking early termination of any waiting periods associated with any Required Governmental Authorizations.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties Parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation reasonable acts necessary to cause the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material Contract, Article VII to be satisfied; (ii) obtain the obtaining of all necessary necessary, appropriate or desirable actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings with any Person (including registrations, declarations and make all commercially reasonable efforts to obtain an approval or waiver fromfilings with Governmental Entities, or to avoid any Legal Proceeding by, any Governmental Entity, and if any); (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties; (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions (other than any suits, claims, actions, investigations or proceedings brought by a Governmental Entity); and deliver (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of of, this Agreement. Notwithstanding anything herein to the contrary, except, that (x) none of Pivotal neither Grifols nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment Affiliates shall be under any Contract in connection with obtaining any consent obligation to, nor, without the Grifols’s prior written consent (which consent may be withheld in Grifols’s sole discretion), shall the Company, (x) make proposals, execute, agree or consent to or carry out agreements or submit to any Order (A) providing for the sale or other disposition or holding separate of VMware (not to be unreasonably withheldany assets of Grifols, conditioned any of its Affiliates or denied) and (y) none of VMware, Pivotal, Subsidiaries or any of their Affiliates shall be required to sellAffiliates, divest, license or otherwise dispose the Company or the holding separate of any capital stock of any such Person, or other equity imposing or voting interest, assets (whether tangible or intangible), rights, products or businesses seeking to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact impose any limitation on the reasonably expected benefits ability of Grifols or any of its Affiliates, to VMware own such assets or to acquire, hold or exercise full rights of completing the Merger. Each ownership of capital stock of the parties hereto shall furnish Company, or (B) imposing or seeking to each other party such necessary information and reasonable assistance as such other party impose (1) any limitation whatsoever on the business activities of Grifols or any of its Affiliates or (2) any limitation on the business activities of the Company, or (y) otherwise take any step to avoid or eliminate any impediment which may reasonably request in connection with the foregoingbe asserted or requested under any Applicable Law governing competition, subject to section 5.4monopolies or restrictive trade practices.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, Entity and (iii) execute and deliver any additional instruments the obtaining of all necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreementconsents, except, approvals or waivers from third parties; provided that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any feeCompany, penalty Parent or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates Sub shall be required to sellmake any payment to any such third parties or concede anything of value to obtain such consents. In connection with and without limiting the foregoing, divest, license or otherwise dispose the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of any capital stock or the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses party to the extent that, individually or necessary to assist the other party in the aggregatepreparation of its HSR Filing, such to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and its Board of Directors shall (1) take all action would reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Stockholder Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Stockholder Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be expected to have a material and adverse impact consummated as promptly as practicable on the reasonably expected benefits terms contemplated by this Agreement and the Stockholder Agreement and otherwise to VMware minimize the effect of completing such statute or regulation on this Agreement, the MergerStockholder Agreement, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement. Each Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, its Subsidiaries or the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Company.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, or as otherwise required by Section 6.3(c) each of the parties agrees hereto shall use (and cause its Affiliates to use use) its commercially reasonable efforts (subject to, and in accordance with, applicable Law) to taketake promptly, or cause to be takentaken promptly, all actions that are actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in the most expeditious manner practicable, effective the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain obtaining all necessary actions or nonactions, waivers, consents, consents and approvals, orders including the Company Approvals and authorizations the Parent Approvals, from Governmental Entities, make Entities and making all necessary registrations, declarations registrations and filings and make taking all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, (ii) obtaining all necessary consents, approvals or waivers from third parties, including Third Party Consents, and all consents, approvals and waivers from third parties reasonably requested by Parent to be obtained in respect of the Company Material Contracts in connection with the Merger, this Agreement or the transactions contemplated by this Agreement, (iii) execute defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and deliver the other transactions contemplated by this Agreement, and (iv) executing and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated hereby and fully to carry out the purposes of by this Agreement; provided, excepthowever, that (x) none of Pivotal nor prior to the Effective Time in no event shall the Company or any of its Subsidiaries may commit to the payment of any feeAffiliates, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without absent the prior written consent of VMware Parent (such consent not to be unreasonably withheld, conditioned or denied) and (y) none of VMwaredelayed), Pivotalpay or commit to pay any material fee, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock material penalties or other equity material consideration to any landlord or voting interestother third party to obtain any consent, assets (whether tangible approval or intangible), rights, products or businesses to waiver required for the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each consummation of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Merger under any real estate leases or Company Material Contracts.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to the Offer and to the Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including filings under the HSR Act and make other registrations, declarations and filings with, or notices to, Governmental Entities, including pursuant to Foreign Merger Control Laws) and the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding a claim, action, suit, proceeding or investigation by, any Governmental Entity, and (iii) execute the obtaining of consents, approvals and deliver waivers from third parties reasonably requested by Parent to be obtained in connection with the transactions contemplated by this Agreement, provided, however, that in no event shall the Company or any of its Subsidiaries be required to make any payment to such third parties or concede anything of value in any case prior to the Effective Time in order to obtain any such consent, approval or waiver, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its Board of Directors shall (A) take all action necessary to ensure that no “fair price,” “business combination” or “control share acquisition” state takeover statute or other similar statute or regulation is or becomes applicable to this Agreement, exceptthe Offer, that (x) none of Pivotal nor the Merger or any of its Subsidiaries the other transactions contemplated by this Agreement and, (B) if any such statute becomes applicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may commit be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. No party shall voluntarily extend any waiting period under the HSR Act or any Foreign Merger Control Law or enter into any agreement with any Governmental Entity to delay or not to consummate the payment of any feeOffer, penalty or the Merger and the other consideration or make any other concession, waiver or amendment under any Contract in connection transactions contemplated hereby except with obtaining any consent without the prior written consent of VMware the other parties (such consents not to be unreasonably withheld, conditioned or denied) delayed and (y) none of VMware, Pivotal, or any of their Affiliates which reasonableness shall be required determined in light of each party’s obligation to selluse commercially reasonable efforts to do all things necessary, divestproper or advisable to consummate and make effective, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregatemost expeditious manner practicable, such action would reasonably be expected to have a material the Offer, the Merger and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transactions contemplated hereby).

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 5.3 and Section 5.4(d)), each of Oak Valley and the parties agrees Oak Valley Subsidiaries, on the one hand, and Earthstone, on the other hand, shall cooperate with the other and use (and shall cause their respective Subsidiaries to use use) its commercially reasonable efforts to (i) take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable (and in any event no later than the Outside Date) and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts preparing and filing promptly and fully all documentation to accomplish effect all necessary filings, notifications, notices, petitions, statements, registrations, submissions of information, applications and other documents (including any required or recommended filings under applicable Antitrust Laws), (ii) obtain promptly (and in any event no later than the following: Outside Date) all approvals, consents, clearances, expirations or terminations of waiting periods, registrations, permits, authorizations and other confirmations from any Governmental Authority or third party necessary, proper or advisable to consummate the transactions contemplated hereby, (iiii) defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (iv) obtain all required necessary consents, approvals or waivers from, or participation in other discussions or negotiations with, from third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the . For purposes of this Agreement, except“Antitrust Laws” means the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other Applicable Laws issued by a Governmental Authority that (x) none are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of Pivotal nor any monopolization or restraint of its Subsidiaries may commit to the payment trade or lessening of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4competition.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation acts necessary to cause the conditions set forth in other discussions or negotiations with, third parties, including Exhibit A and Article VII to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental EntityEntity (including any acts, actions, nonactions, waivers, consents, approvals and steps in respect of Chapter 80B of the Minnesota Statutes), and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and deliver any additional instruments necessary without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to consummate the transactions contemplated hereby by this Agreement and fully any similar filings in other jurisdictions that counsel for Parent reasonably deems necessary, in each case as promptly as practicable after the date of this Agreement. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to carry out the purposes extent necessary to assist the other party in the preparation of its HSR Filing and any similar filings in other jurisdictions, to request early termination of the waiting period required by the HSR Act and the laws of any other jurisdiction where an antitrust notification is made, and, if requested, to promptly amend or furnish additional information thereunder. Each of Parent and the Company agrees that, during the term of this Agreement, exceptit will not withdraw its filing under the HSR Act or any other similar filings in other jurisdictions without the written consent of the other party. The parties agree to cooperate and to use their respective reasonable commercial efforts to respond to any requests for information from a Governmental Entity as promptly as practicable. Each party shall (i) give the other parties hereto prompt notice upon obtaining knowledge of the making or commencement of any request, that (x) none of Pivotal nor inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Offer, the Merger or any of its Subsidiaries may commit the other transactions contemplated by this Agreement, (ii) keep the other parties hereto informed as to the payment status of any feesuch request, penalty inquiry, investigation, action or legal proceeding, (iii) promptly inform the other consideration parties hereto of any communication to or make from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other concessionGovernmental Entity regarding the Offer, waiver the Merger or amendment under any Contract of the other transactions contemplated by this Agreement and (iv) subject to the terms of Section 6.02, use commercially reasonable efforts to furnish to each other all information required for any filing, form, declaration, notification, registration and notice, other than confidential or proprietary information not directly related to the transactions contemplated by this Agreement. The parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with obtaining any consent without request or additional request for additional information or documentary material pursuant to Section 7A(e) of the prior written consent HSR Act or in connection with any other legal investigation, action or proceeding. Each party shall use commercially reasonable efforts to comply promptly with a Request for Additional Information pursuant to 15 U.S.C. Section 18a(e)(1). The Company and its Board of VMware Directors shall (not 1) use commercially reasonable efforts to be unreasonably withheldensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, conditioned the Offer, the Merger or denied) any of the other transactions contemplated by this Agreement and (y2) none if any state takeover statute or similar statute becomes applicable to this Agreement, the Offer, the Merger or any of VMwarethe other transactions contemplated by this Agreement, Pivotaluse commercially reasonable efforts to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4respective Subsidiaries.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees shall cooperate with the other parties and use (and shall cause their respective Subsidiaries to use commercially reasonable efforts use) their respective Commercially Reasonable Efforts to promptly (i) unless, with respect to any action, another standard of performance is expressly provided for herein, take, or cause to be taken, all actions that are actions, and do, or cause to be done, all things, necessary, proper or advisable to cause the other party’s (with respect to Parent and Merger Sub) or parties’ (with respect to the Company) conditions to Closing to be satisfied as promptly as practicable and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts preparing and filing promptly and fully all documentation to accomplish the following: (i) obtain effect all required consentsnecessary Filings, approvals or waivers fromincluding, or participation in other discussions or negotiations withif applicable, third parties, including as required under requesting expedited treatment for any Material Contractsuch Filing, (ii) obtain all necessary actions Consents, Permits, expirations or nonactions, waivers, consents, approvals, orders terminations of waiting periods and authorizations other confirmations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental EntityAuthority or other Person necessary, proper or advisable to consummate the Transactions and continue the businesses of the Company and its Subsidiaries uninterrupted as currently conducted, (iii) obtain any Consents or make any Filings that are required by any Governmental Authority for or in connection with any Permit, Water Right, bond or other financial surety, (iv) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby Transactions and fully (v) avoid, defend or contest (A) any Legal Action brought by a Governmental Authority or other Person or (B) entry of any Law or Order that would, in each case, prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. In connection with the foregoing and to carry out the purposes extent not prohibited by applicable Law, the Company will provide Parent, and Parent will provide the Company, with copies of this Agreementany material correspondence, except, that (x) none of Pivotal nor Filing or communication between such party or any of its Subsidiaries may commit Representatives, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement and the Transactions, promptly after receipt or submission thereof, other than “Item 4(c) and 4(d) documents” submitted with a party’s Notification and Report Form filing pursuant to the payment of any feeHSR Act; notwithstanding the foregoing, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates no instance shall either party be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses provide valuation information to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4or its Representatives.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions Except as otherwise set forth in this AgreementAgreement (including, each of but not limited to, Section 5.3), prior to the parties agrees to Closing, Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effectiveeffective the Transactions as promptly as practicable following the execution of this Agreement including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transactions, (ii) the satisfaction of the other parties’ conditions to consummating the Transactions, (iii) taking all reasonable actions necessary to obtain (and cooperation with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any Third Party, including any Governmental Entity (which actions shall include cooperation in the most expeditious manner practicablefiling of all information required under the HSR Act and in connection with approvals of or filings with any other Governmental Entity) required to be obtained or made by Parent, Merger Sub, the Merger and Company or any of their respective Subsidiaries in connection with the other transactions Transactions or the taking of any action contemplated by the Transactions or by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iiiiv) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby Transactions and to fully to carry out the purposes of this Agreement. Additionally, exceptexcept as otherwise set forth in this Agreement (including, that (x) none but not limited to, Section 5.3), each of Pivotal nor any of its Subsidiaries may commit Parent and the Company shall use all commercially reasonable efforts to fulfill all conditions precedent to the payment Merger and shall not take any action after the date of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action this Agreement that would reasonably be expected to have a material and adverse impact on materially delay the reasonably expected benefits obtaining of, or result in not obtaining, any permission, approval or consent from any Governmental Entity necessary to VMware of completing the Merger. Each of the parties hereto shall furnish be obtained prior to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Closing.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company, Parent and Purchaser will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicableOffer, the Merger and the other transactions Transactions contemplated by this Agreement in the most expeditious manner practicable after the date of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all required consents, approvals clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or waivers fromadvisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Offer, the Merger or participation in any of the other discussions or negotiations with, third parties, including as required under any Material Contract, Transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all necessary actions or nonactionssuch material consents, clearances, waivers, consentslicenses, approvalsregistrations, permits, authorizations, orders and authorizations from Governmental Entitiesapprovals. Parent and Purchaser hereby agree that, make provided all necessary registrationsother terms of the consents referenced in Section 6.3 of the Company Disclosure Letter are reasonably acceptable, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out terms set forth on Section 6.3 of the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not Company Disclosure Letter shall be deemed to be unreasonably withheld, conditioned or denied) and (y) none reasonably acceptable as part of VMware, Pivotal, or any the terms of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Mergerreferenced consents. Each of the parties hereto Company, on the one hand, and Parent and Purchaser, on the other hand, shall furnish not, and shall use their reasonable best efforts to each other cause their respective Subsidiaries not to, take any action that would result in (A) any of the representations and warranties of such party set forth in this Agreement that are qualified as to materiality becoming untrue, (B) any of such necessary information representations and reasonable assistance as such other party may reasonably request warranties that are not so qualified becoming untrue in connection with any material respect or (C) any of the foregoing, subject conditions to section 5.4the Offer set forth in Annex I or to the Merger set forth in Article VII not being satisfied.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties agrees to this Agreement will use commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain obtaining all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and making all necessary registrations, declarations registrations and filings and make taking all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, (ii) making, as promptly as practicable (and in any event within 15 Business Days of the date hereof), an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and not extending any waiting period under the HSR Act or entering into any agreement with the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other party hereto, (iii) execute making, as promptly as practicable, appropriate filings under any antitrust, competition or pre-merger notification, trade regulation Law, regulation or order, (iv) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement; provided, however, that without the prior written consent of Parent, the Company and deliver its Subsidiaries may not pay or commit to pay any material amount of cash or other consideration, or incur or commit to incur any material liability or other obligation, in connection with obtaining such consent, approval or waiver, (v) subject to first having used commercially reasonable efforts to negotiate a resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed (vi) with respect to Parent, taking all actions necessary to reserve a sufficient number of shares of Parent Common Stock for issuance in the Merger and the transactions contemplated by the Merger Agreement and (vii) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby hereby, and to fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the parties Parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective as promptly as practicable the Merger and the other transactions contemplated by this Agreementhereby, and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (iia) obtain all necessary actions or nonactions, waivers, consents and approvals from other parties to material agreements, leases and other contracts, (b) obtain all necessary consents, approvals, orders approvals and authorizations from Governmental Entitiesas are required to be obtained under any federal, make all state or foreign Law or regulation, (c) effect any necessary registrations, declarations registrations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any submissions of information requested by Governmental EntityAuthorities, and (iiie) execute and deliver any additional instruments necessary fulfill all conditions to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement. In furtherance of and not in limitation of the foregoing, exceptthe Company shall permit Parent, that (x) none of Pivotal nor any of at its Subsidiaries may commit sole expense, to reasonably participate in the payment defense and settlement of any feeclaim, penalty suit or cause of action relating to any Takeover Proposal, the Merger, this Agreement or the other consideration Transactions contemplated hereby, and the Company shall not settle or make compromise any other concessionsuch claim, waiver suit or amendment under any Contract in connection with obtaining any consent cause of action without the Parent's prior written consent, which consent of VMware (shall not to be unreasonably withheld, conditioned or denieddelayed. Notwithstanding the foregoing in this Section 5.06 or anything contained in this Agreement to the contrary, in no event shall Parent or Merger Sub be required to, or the Company be permitted to, (i) and (y) none agree to any divestiture of VMwareany businesses, Pivotalassets or product lines of the Company, Parent or any of their Affiliates shall be required respective Subsidiaries or Affiliates, (ii) commence or file any action, suit, claim, litigation or other proceeding, (iii) agree to sell, divest, license or otherwise dispose the imposition of any capital stock conditions or any amendments to any contracts or agreements (other equity than as expressly provided for in this Agreement) or voting interest, assets (whether tangible iv) make any payments or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected provide any economic benefits to VMware of completing third parties, in each case in order to obtain any approval or consent that is necessary to consummate the Merger. Each of the parties hereto shall furnish to each Merger or any other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transaction contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all acts necessary to cause the conditions to the Closing to be satisfied (but in no event shall a party be required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including to waive any such condition) as required under any Material Contract, promptly as practicable; (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders clearances and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrationsregistrations and filings, declarations including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed as soon as reasonably practicable, but in any event within 15 days, following the execution of this Agreement) and filings any applicable antitrust, competition or similar laws of any foreign jurisdiction, and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and deliver (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of of, this Agreement. In furtherance of the covenants contained in Sections 6.3(a)(ii) and 6.3(a)(iv), exceptADC and Xxxxxx shall, that (x) none of Pivotal nor if required by one or more Governmental Entities acting pursuant to any applicable antitrust, competition or similar laws to obtain any of its Subsidiaries may commit the actions or nonactions, waivers, consents, clearances, approvals, or avoidance of actions or proceedings referred to in Sections 6.3(a)(ii), or pursuant to Section 6.3(a)(iv) or if required by a federal, state or foreign court, agree to the payment of any feedivestiture by ADC, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Xxxxxx or any of their Affiliates shall be required to sell, divest, license or otherwise dispose respective Subsidiaries of any shares of capital stock or other equity or voting interestof any business, assets or property of ADC or its Subsidiaries or Xxxxxx or its Subsidiaries and the imposition of any limitation on the ability of ADC or its Subsidiaries or Xxxxxx or its Subsidiaries to conduct their respective businesses or to own or exercise control of their respective assets, properties and stock (whether tangible including licenses, hold separate agreements, covenants affecting business operating practices or intangible), rights, products or businesses to the extent thatsimilar matters) if such divestitures and limitations, individually or in the aggregate, such action would not be reasonably be expected to have result in the loss of annualized revenue of ADC and Xxxxxx on a material and adverse impact on combined consolidated basis of more than $225,000,000. Subject to Applicable Laws relating to the reasonably expected benefits to VMware exchange of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance in addition to Section 6.3(b), ADC and Xxxxxx, or their respective counsel, shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to ADC and its Subsidiaries or Xxxxxx and its Subsidiaries, as such other the case may be, that appears in any filing made with, or written materials submitted to, any third party may reasonably request or any Governmental Entity in connection with the foregoing, subject to section 5.4Merger and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required commercially reasonable acts necessary to cause the conditions precedent set forth in Sections 7, 8 and 9 to be satisfied; (ii) obtaining or making all consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority and the taking of all commercially reasonable steps as may be necessary to avoid any Action by any Governmental Authority; (iii) the obtaining of all consents, approvals or waivers fromfrom third parties (provided, that the parties will discuss in good faith procedures to pursue third party consents with respect to the Merger); (iv) to lift any restraint, injunction or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts legal bar to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, the Merger and (iiiv) execute and deliver the executing or delivering of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Company and its board of directors shall, if any takeover statute or similar Applicable Law is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated hereby, use all commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize, to the extent reasonably possible, the effect of such Applicable Law on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not such consents from third parties, no party to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates this Agreement shall be required to sellmake payments, divest, license commence litigation or otherwise dispose agree to modifications of to the terms and conditions of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection agreements with the foregoing, subject to section 5.4third parties.

Commercially Reasonable Efforts. (a) Upon Following the delivery of the Exercise Notice and until the earlier of Closing or termination of this Option Agreement, the Parties agree that time is of the essence with respect to each Party’s covenants and obligations under this Option Agreement, and, upon the terms and subject to the conditions set forth in this Agreementherein, each of Party (other than the parties agrees to Sellers’ Representative) shall use commercially reasonable efforts [*] to take, or cause to be taken, all actions that are necessaryand to do, proper or cause to be done, and to assist and cooperate the other Party in doing, all things, in each case necessary or advisable to consummate and make effective, in permit the most expeditious manner practicable, consummation of the Merger and the other transactions contemplated by this Option Agreement, including using commercially reasonable efforts the actions to accomplish the following: (i) obtain all required be taken by Fortis as set forth in Section 4.2, obtaining any consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consentsauthorizations, approvals, orders and authorizations from Governmental Entitiespermits, make all necessary registrationslicenses, declarations or governmental authorizations, estoppel certificates and filings under any applicable Law (including any applicable filings and make all commercially reasonable efforts receiving termination or expiration of any waiting periods under the HSR Act and any applicable foreign competition, merger control, antitrust or similar Law) required to obtain an approval be obtained or waiver frommade which may be reasonably necessary or appropriate to permit the consummation of the Merger and the other transactions contemplated by this Option Agreement. Without limiting the foregoing, in the event that (a) any Action of the type and having any of the effects described in Section 4.1(b) is pending or threatened or (b) any other legal restraint, Law or prohibition that could reasonably be expected to result, directly or indirectly, in any of the effects described in Section 4.1(b) is in effect, then each of Fortis and FibroGen shall use [*] to have such Action or other legal restraint, Law or prohibition vacated, reversed or made to be no longer in effect. Nothing in this Option Agreement shall be deemed to require FibroGen to agree to, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sellproffer to, divest, license or otherwise dispose hold separate any rights or other assets or any portion of any capital stock or other equity or voting interestbusiness of FibroGen. [*] = Certain confidential information contained in this document, assets marked by brackets, has been omitted because it is both (whether tangible or intangible), rights, products or businesses i) not material and (ii) would likely cause competitive harm to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Mergercompany if publicly disclosed. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.129433662_24

Commercially Reasonable Efforts. (a) Upon During the period from the date of this Agreement to the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to hereto shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement. Seller and Buyer each shall, including using commercially reasonable efforts to accomplish and Seller shall cause the following: (i) obtain all required consentsSeller Subsidiaries to, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including comply as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, promptly as practicable with the Laws of any Governmental Entity, and (iii) execute and deliver Authority that are applicable to any additional instruments necessary to consummate of the transactions contemplated hereby or by the Collateral Agreements and fully pursuant to carry out the purposes of this Agreementwhich any consent, exceptapproval, that (x) none of Pivotal nor order or authorization of, or registration, declaration or filing with, any of its Subsidiaries may commit to the payment of any fee, penalty Governmental Authority or other consideration or make any other concession, waiver or amendment under any Contract Person in connection with obtaining any consent without such transactions is necessary. During the prior written consent period from the date of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses this Agreement to the extent thatClosing, individually or in the aggregate, such action would reasonably be expected to have a material Seller and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto Buyer each shall furnish to each the other party such necessary information and reasonable assistance as such the other party may reasonably request in connection with their preparation of any filing, registration or declaration which is necessary under or any such Laws. Buyer and Seller shall keep each other apprised of the foregoingstatus of any communications with, and any inquiries or requests for additional information from, any Governmental Authority (or other Person regarding any of the transactions contemplated by this Agreement or the Collateral Agreements) in respect of any such filing, registration or declaration, and shall comply promptly with any such inquiry or request (and, unless precluded by Law, provide the other party hereto copies of any such communications that are in writing). Each party shall, subject to section 5.4applicable Law, permit counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Authority in connection with the transactions contemplated hereby. The parties agree not to participate, or to permit their Subsidiaries to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Authority, gives the other party the opportunity to attend and participate. During the period from the date of this Agreement to the Closing, the parties hereto shall use their respective commercially reasonable efforts and take all necessary action to obtain any clearance under any consent, approval, order or authorization of any Governmental Authority under any Law, necessary in connection with the transactions contemplated hereby or to resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby. Nothing in this Agreement shall require Buyer or its Affiliates to divest or hold separate or agree to any limitations on or other requirements in respect of the operation of any business, division or operating unit of Buyer or any of its Affiliates, including the Business and the Acquired Assets from and after the Closing.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to party hereto shall use its commercially reasonable efforts (subject to, and in accordance with, applicable Legal Requirements) to take, or cause to be taken, promptly all actions that are actions, and to do, or cause to be done, promptly and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Legal Requirements to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Related Documents, including using commercially reasonable efforts to accomplish the followingincluding: (i) obtain the obtaining of all Consents required consents, approvals or waivers from, or participation to consummate the transactions contemplated by this Agreement and the Related Documents in other discussions or negotiations with, third partiesa timely manner, including as any Consent required under any Material Legal Requirement, Contract, Lease or Rights of Way applicable to the Business and all Consents listed in Section 5.3 of the Seller Disclosure Letter, including the Consent and approval of City Council and the PUC, (ii) obtain all necessary actions defending any Proceedings, whether judicial or nonactionsadministrative, waiverschallenging this Agreement or the Related Documents or the consummation of the transactions contemplated hereby or thereby, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts including seeking to obtain an approval have any stay or waiver from, or to avoid any Legal Proceeding by, temporary restraining order entered by any Governmental EntityBody vacated or reversed, and (iii) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and fully the Related Documents including any Legal Requirement with respect to carry out Rights of Way and (iv) except in respect of those specific filings as addressed by Section 6.3(b) below, furnishing to the purposes of other party all information necessary or desirable in connection with, and cooperate with the making of, any filing pursuant to any Legal Requirement, and in connection with resolving any investigation or other inquiry by any Governmental Body under any law with respect to the transactions contemplated by this Agreement; provided, excepthowever, that (x) none of Pivotal nor in no event shall Seller or Buyer be required to pay any of its Subsidiaries may commit to the payment of any feepenalty, penalty compensation or other consideration to any third party for any Consent. In the event that any Proceeding is commenced challenging the transactions contemplated by this Agreement or make any other concessionthe Related Documents, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each each of the parties hereto shall furnish to cooperate with each other party and use its respective commercially reasonable efforts to contest and resist any such necessary information Proceeding and reasonable assistance as such other party may reasonably request to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in connection with effect and that prohibits, prevents or restricts consummation of the foregoing, subject to section 5.4transactions contemplated by this Agreement or the Related Documents.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions of Section 4.3 and Section 4.4 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use its respective commercially reasonable efforts to take, or cause to be taken, all actions that are appropriate actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation commercially reasonable acts necessary to cause the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material ContractARTICLE VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations, filings and make submissions of responses to requests for additional information and documentary material with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties (provided, however, that in no event shall this Section 5.4(c) require the Company or any Company Subsidiary to offer or pay any consideration in order to obtain any consents or approvals other than the Required Consents, and deliver other than the fees and expenses of advisors and agent it engages in connection with obtaining such consents or approvals), (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 5.4(c) require Parent to take any Action of Divestiture. In connection with and without limiting the foregoing, the Company and the Company Board shall, if any Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, exceptuse all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such Legal Requirement on the Merger, that this Agreement and the transactions contemplated hereby. For purposes of subsection (xiii) none hereof, in connection with seeking any Required Consents, the Company shall keep Parent informed of Pivotal nor all material developments. Parent shall reasonably cooperate with the Company and Company Subsidiaries in attempting to obtain such Required Consents and, at Parent’s reasonable request, Parent shall be included in any of its Subsidiaries may commit to the payment of communications with any fee, penalty or other consideration or make any other concessionparties whose consent, waiver or amendment under approval is sought. The Required Consents shall be in a form reasonably acceptable to Parent. In the event the Merger does not close other than as a result of a breach of this Agreement by Parent, Parent shall not have any Contract in connection with obtaining any consent without liability to the prior written consent of VMware (not to be unreasonably withheldCompany, conditioned or denied) and (y) none of VMware, Pivotal, the Company Holders or any of their Affiliates shall be required other Person for any costs, claims, liabilities or damages resulting from the Company seeking to sellobtain such consents, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets waivers and approvals under subsection (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4iii) hereof.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders clearances and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval approval, clearance or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, including all filings required by the HSR Act (the initial filing required by the HSR Act to be filed as soon as reasonably practicable following the execution of this Agreement) and any applicable antitrust, competition or similar laws of any foreign jurisdiction, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) execute the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and deliver (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of of, this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit . Subject to Applicable Laws relating to the payment exchange of any feeinformation and in addition to Section 6.4(b), penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) CDT and (y) none of VMware, PivotalBelden, or any of their Affiliates respective counsel, shall be required have the right to sellreview in xxxxxce, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses and to the extent thatpracticable each will consult the other on, individually all the information relating to CDT and its Subsidiaries or Belden and its Subsidiaries, as the case may be, that appears in the aggregateany fxxxxx made with, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other or written materials submitted to, any third party such necessary information and reasonable assistance as such other party may reasonably request or any Governmental Entity in connection with the foregoing, subject to section 5.4Merger and the other transactions contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to diligently take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Company Common Stock Purchase and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (ii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iii) execute the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and deliver (iv) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors, and the Company and its board of directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Company Common Stock Purchase, this Agreement or any of the transactions contemplated by this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit use commercially reasonable efforts to enable the Company Common Stock Purchase and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the payment of any feecontrary, penalty or other consideration or make any other concession, waiver or amendment under any Contract nothing in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates this Agreement shall be required deemed to sell, divest, license require Parent or otherwise dispose the Company to agree to any divestiture by itself of any shares of capital stock or other equity or voting interestof any business, assets (whether tangible or intangible)property, rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a imposition of any material and adverse impact limitation on the reasonably expected benefits ability of any of them to VMware conduct their business or to own or exercise control of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information assets, properties and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4stock.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Share Purchase and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation reasonable acts necessary to cause the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material Contract, Article VII to be satisfied; (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders Orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and ; (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties (provided, that the parties will discuss in good faith procedures to pursue third party consents with respect to the Share Purchase) (it being understood that failure to obtain any one or more such consents, in and deliver of itself, shall not constitute a failure by the Acquired Company to comply with its covenants in this Section 6.4(d)(iii) nor, except as otherwise set forth in Article VII, the failure of a condition to Closing hereunder); (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Seller shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Share Purchase, this Agreement or any of the transactions contemplated by this Agreement, except, use commercially reasonable efforts to ensure that (x) none of Pivotal nor any of its Subsidiaries the Share Purchase and the other transactions contemplated by this Agreement may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact consummated as promptly as practicable on the reasonably expected benefits terms contemplated by this Agreement and otherwise to VMware minimize the effect of completing such Legal Requirement on the Merger. Each of Share Purchase, this Agreement and the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees hereto shall (and, to the extent subject to its control, shall cause the Ventures and their Subsidiaries to) use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law or pursuant to any Contract to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain taking all required consents, approvals or waivers from, or participation actions reasonably necessary to cause the conditions to the Closing set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle II to be satisfied, (ii) taking all actions necessary to obtain the Required Approvals and Consents, (iii) taking all actions reasonably necessary to obtain all other necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement and the making of all other necessary registrations, declarations registrations and filings (including filings with Governmental Authorities, if any) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an any other approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental EntityAuthority necessary in connection with the consummation of the transactions contemplated by this Agreement, (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, so as to enable the Closing to occur as soon as reasonably possible, (v) the execution and (iii) execute and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by this Agreement and to fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (yvi) none giving all consents and approvals required of VMwareit, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually acting for itself or in its capacity as a manager, managing member or partner of another entity, to carry out the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Mergertransactions contemplated by this Agreement. Each of the parties hereto shall furnish hereby consents to each the transfers of interests and other party such necessary information and reasonable assistance as such transactions contemplated hereby to be undertaken by the other party may reasonably request in connection with the foregoing, subject to section 5.4parties hereto.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties to this Agreement agrees to use its commercially reasonable good faith efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other such party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish (A) cause the following: conditions precedent set forth in Article VI of this Agreement to be satisfied; (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (iiB) obtain all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and prepare and submit all necessary registrations, declarations and filings (including registrations, declarations and make all commercially reasonable efforts to obtain an approval or waiver fromfilings with Governmental Entities, or to if any) and avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity; (C) obtain all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement; (D) defend any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iiiE) execute and or deliver any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and fully to carry out the purposes of, this Agreement. In connection with, and without limiting, the foregoing, ARI and its Board of Directors, and ESP and its Board of Directors, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, exceptuse their commercially reasonable best efforts to enable the Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that (x) none of Pivotal nor nothing in this Agreement shall be deemed to require ARI or ESP to agree to any divestiture by itself or any of its Subsidiaries may commit to the payment Affiliates of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent shares of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interestof any business, assets (whether tangible or intangible)property, rightsor the imposition of any material limitation regarding the ability of any of them to conduct their business or to own or exercise control of such assets, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material properties and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4stock.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to Each party shall use all commercially reasonable efforts to take, or cause take all appropriate action to be taken, do all actions that are things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (ia) obtain from Governmental Authorities and other Persons all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, authorizations, qualifications and orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments as are necessary to consummate the transactions contemplated hereby by this Agreement and fully the Ancillary Agreements, (b) promptly make all necessary filings, and thereafter make any other required submissions, with respect to carry out this Agreement required under applicable Law and (c) have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other Action in effect and that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the purposes consummation of the transactions contemplated by this Agreement and any Ancillary Agreement. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall permit Acquiror to participate in the defense and settlement of any Action relating to this Agreement, exceptthe Merger or other transactions contemplated hereby, and the Company shall not settle or compromise any such Action without Acquiror’s written consent. Notwithstanding anything herein, Acquiror shall not be required to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (xi) none of Pivotal nor any of its Subsidiaries may commit to require the payment divestiture of any feeassets of Acquiror, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Company or any of their Affiliates shall be required or (ii) limit Acquiror’s freedom of action with respect to, or its ability to sellconsolidate and control, divest, license the Company or otherwise dispose any of any capital stock or other equity or voting interest, its assets (whether tangible or intangible), rights, products or businesses or any of Acquiror’s or its Affiliates’ other assets or businesses. Without limiting the foregoing, the Company shall give promptly such notice to the extent that, individually third parties and obtain such third party consents as Acquiror may in its sole discretion deem necessary or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request desirable in connection with the foregoingtransactions contemplated by this Agreement and the Ancillary Agreements. Acquiror and Sub shall cooperate with and assist the Company in giving such notices and obtaining such consents; provided, subject however, that neither Acquiror nor Sub shall have any obligation to section 5.4give any guarantee or other consideration in connection with any such notice or consent or consent to any change in the terms of any Contract that Acquiror in its sole discretion may deem adverse to the interests of Acquiror, Sub or the Company and its Subsidiaries.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Cambridge and the parties Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation reasonable acts necessary to cause the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (iii) execute the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including the consents referred to in Schedule 2.5 of the Company Schedule, (iv) providing suitably knowledgeable directors, officers, employees and deliver other Persons to attend “road shows” that are to be presented to existing and prospective Cambridge security holders; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement; provided the Company’s compliance with the foregoing shall not require it or its employees to unreasonably disrupt the ordinary course operations of the Company. In connection with and without limiting the generality of the foregoing, the Cambridge Board, the Company and the Company Board shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transactions, this Agreement or any of the transactions contemplated by this Agreement, exceptuse its commercially reasonable efforts to enable the Transactions and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that (x) none of Pivotal nor nothing in this Agreement shall be deemed to require Cambridge, the Company or any Stockholder to agree to any divestiture by itself or any of its Subsidiaries may commit to the payment Affiliates of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent shares of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interestof any business, assets (whether tangible or intangible)property, rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a imposition of any material and adverse impact limitation on the reasonably expected benefits ability of any of them to VMware conduct their business or to own or exercise control of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information assets, properties and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4stock.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions that are and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Legal Provisions to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contractreasonable acts necessary to cause the conditions to the Closing to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from FINRA or any Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, make if any) and the taking of all reasonable steps as may be necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal an action or Proceeding by, FINRA or any Governmental Entity, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties (provided that if obtaining any such consent, approval or waiver would require any action other than the payment of a nominal amount, such action shall be subject to the consent of the Buyer and deliver the Sellers, not to be unreasonably withheld), (iv) the defending of any proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (v) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. Each party shall also refrain from taking, directly or indirectly, any action contrary or inconsistent with the provisions of this Agreement, exceptincluding action that would impair such party’s ability to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, that Buyer shall have no obligation under this Agreement: (xi) none of Pivotal nor any of its Subsidiaries may to commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.Assets;

Commercially Reasonable Efforts. (a) Upon Following the terms and subject to the conditions set forth in this Agreementdate hereof, each of the parties agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions that action, or to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated by this Agreement, the Related Agreements, the Wyeth/Elan Agreements and the Wyeth/King Agreements and to cause the conditions to the obligations of the other party hereto and thereto to consummate the transactions contemplated hereby and thereby to be satisfied at the Closing, including (i) obtaining all consents and approvals of, and making all filings and providing all notices to, all Persons and Governmental or Regulatory Authorities and removing any injunctions or other Encumbrances, other than Permitted Encumbrances, on the Purchased Assets, impairments or delays the obtaining or removal of which are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, consummation of the Merger and the other transactions contemplated by this Agreement, including using the Related Agreements, the Wyeth/Elan Agreements and the Wyeth/King Agreements and (ii) commercially reasonable efforts by the Elan Parent to accomplish prepare and disseminate as soon as practicable to its shareholders disclosure materials in accordance with the following: requirements of, or as otherwise as approved by, the UK Listing Authority and the Dublin Stock Exchange for the solicitation of the approval by the Elan Parent's shareholders of the transactions contemplated by this Agreement, and to duly and promptly convene a meeting of such shareholders (the "Elan Shareholders Meeting" and, the scheduled date of such meeting, the "Scheduled Share- holder Vote Date") for the purpose of voting on such approval (such approval, the "Elan Shareholder Approval") and to seek such shareholder action. The Elan Parent's obligations to duly and promptly convene the Elan Shareholders Meeting for the purpose of obtaining the Elan Shareholder Approval shall not be affected by (i) obtain all required consentsthe commencement, approvals public proposal, public disclosure or waivers from, communication to any of the Elan Companies of any Acquisition Proposal or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions the withdrawal or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an modification by any of the governing bodies of the Elan Companies or any committee thereof of such governing body's or such committee's approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate recommendation of the transactions contemplated hereby and fully to carry out the purposes of by this Agreement, exceptthe Related Agreements, that (x) none of Pivotal nor any of its Subsidiaries may commit the Wyeth/Elan Agreements and the Wyeth/King Agreements. The Elan Parent shall provide the Acquirors a reasonable opportunity to review such disclosure materials before they are disseminated to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without Elan Parent's shareholders and the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates Elan Parent agrees that such disclosure materials shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or true and correct in the aggregate, such action would reasonably be expected to have a all material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4respects.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation reasonable acts necessary to cause the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (iii) execute the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including the consents referred to in Schedule 2.5 of the Company Schedule, (iv) providing suitably knowledgeable directors, officers, employees and deliver other Persons to attend and, if requested by Parent, to participate in “road shows” that are to be presented to Parent’s security holders; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Parent and its board of directors and the Company and its board of managers shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Mergers, this Agreement or any of the transactions contemplated by this Agreement, exceptuse its commercially reasonable best efforts to enable the Mergers and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that (x) none of Pivotal nor nothing in this Agreement shall be deemed to require Parent, Holdco or the Company to agree to any divestiture by itself or any of its Subsidiaries may commit to the payment Affiliates of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent shares of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity of any business, material assets or voting interestproperty, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a imposition of any material and adverse impact limitation on the reasonably expected benefits ability of any of them to VMware conduct their business or to own or exercise control of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information assets, properties and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4stock.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to of this Agreement (including the conditions limitations set forth in this AgreementSection 10D), each of Buyer, the parties agrees to Sellers and the Company shall each use its commercially reasonable efforts to take, or cause the other parties’ conditions to Closing to be takensatisfied on a timely basis and for the Closing to occur prior to the Outside Date (including without limitation to cure any material inaccuracy in any representation or warranty that would exist as of the Closing Date). Notwithstanding anything to the contrary herein, all actions that are necessaryfor purposes of this Section 10D and Section 3H and Section 10E, proper neither Buyer, nor any of its Affiliates, nor the Company or advisable to consummate and make effectiveany of its Subsidiaries, in the most expeditious manner practicable, the Merger and the other transactions contemplated by shall be required as a result of this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers fromto initiate any legal action against, or participation defend any litigation brought by any Governmental Entity in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other discussions order in any suit or negotiations withproceeding which would otherwise have the effect of preventing or materially delaying the Closing, third parties, including as required under or which may require any Material Contract, undertaking or condition set forth in clause (ii) obtain all necessary actions below, or nonactions(ii) to propose or agree to accept any undertaking or condition, waiversto enter into any consent decree, consentsto make any divestiture or accept any operational restriction or to take or commit to take any action that could reasonably be expected to limit (x) the freedom of action of Buyer, approvalsthe Company, orders or their respective Subsidiaries or Affiliates with respect to the operation of, or Buyer’s or its Subsidiaries’ or Affiliates’ ability to retain, the Company, the Subsidiaries of the Company or any of their respective businesses or assets or (y) the ability to retain, own or operate any portion of the business of Buyer, the Company or their respective Subsidiaries and authorizations from Governmental EntitiesAffiliates or alter or restrict in any way the business or commercial practices of Buyer or the Company or either of their respective Subsidiaries or Affiliates. For purposes of this Section 10D and Section 3H and Section 10E, make all necessary registrations, declarations and filings and make all the “commercially reasonable efforts efforts” of each party shall include such party’s agreement to respond to a “Second Request” but shall not otherwise require such party or any of its Affiliates to expend any money to remedy any breach of any representation or warranty hereunder, to commence any litigation or arbitration proceeding, to offer or grant any accommodation (financial or otherwise) to any third party, to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate consent required for the consummation of the transactions contemplated hereby and fully to carry out the purposes of this Agreementor, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each case of the parties hereto shall furnish Company and its Affiliates, to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with provide financing to Buyer for the foregoing, subject to section 5.4consummation of the transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementprovided herein, each of the parties Parties agrees to use commercially reasonable efforts its Commercially Reasonable Efforts to takeclose, consummate and make effective the Transactions, including the satisfaction of all conditions to Closing set forth herein that it is required to satisfy (or to cause to be satisfied) in order to proceed with Closing. Such actions shall include (1) exerting Commercially Reasonable Efforts to obtain or transfer, as applicable, all Licenses, Transferred Licenses and Approvals set forth in Schedules 3.4(a) and (b) and Schedules 3.5(a) and (b) (in the case of Seller) (including expenditure of funds or other consideration and providing the necessary credit support, in all cases to the extent reasonably related to obtaining or transferring by such Party such Licenses, Transferred Licenses and Approvals required of it), (2) diligently pursuing and exerting Commercially Reasonable Efforts to obtain all Approvals as set forth in Schedule 4.4(a) and Buyers’ Required Regulatory Approvals set forth in Schedule 4.4(b) (in the case of Buyers) (including expenditure of funds or other consideration and providing the necessary credit support, in all cases to the extent reasonably related to obtaining by such Party the Licenses and Approvals required of it), as applicable, and all other necessary registrations and filings and (3) exerting Commercially Reasonable Efforts to agree, together with any necessary third parties, upon the form of (A) the body of the Second Amended and Restated Ownership Agreement and (I) the Escrow Agreement (if the Deposit is to be made pursuant to Section 2.8(a)) or (II) the Letter of Credit (if the Letter of Credit is to be delivered to Seller pursuant to Section 2.8(a)) by January 31, 2014, and (B) all schedules, exhibits, appendices and other attachments to the Second Amended and Restated Ownership Agreement, the Amended and Restated Reciprocal Easement Agreement, the Seller O&M Agreement Amendment, the GBOC LLC Agreement Joinder, the Buyers O&M Agreement (and related addendum) and the Escrow Agreement (if the Letter of Credit is to be delivered pursuant to Section 2.8(a)) by February 15, 2014. It is understood that neither Seller nor Buyers are under any obligation to agree to any of the foregoing forms unless the same are satisfactory to Seller and Buyers in their sole discretion; provided that (i) following any such agreement upon the forms thereof, such agreements shall be attached as exhibits hereto and (ii) once attached to this Agreement, Seller and Buyers, if Closing otherwise occurs, shall be committed to enter into such agreements on such terms. Without limiting the foregoing, each Party, as promptly as practicable, shall use its Commercially Reasonable Efforts to: (a) make, or cause to be takenmade, all actions that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts submissions required to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary be made by it under applicable Law to consummate the transactions contemplated hereby Transactions; (b) obtain, or cause to be obtained, all Licenses, Approvals or Buyers’ Required Regulatory Approvals necessary for it to consummate the Transactions, and fully to carry out transfer or caused to be transferred to Buyers the purposes of this AgreementTransferred Licenses; (c) take or cause to be taken all other actions necessary and proper in order to fulfill its obligations hereunder; and (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty Governmental Authority or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request Person in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and otherwise provided in this Section 5.7, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, and (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) execute the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and deliver (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of by this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in . In connection with obtaining any consent and without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with limiting the foregoing, subject each of the Company and Parent and its respective Board of Directors shall (i) take all action reasonably necessary to section 5.4ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, take all action reasonably necessary to ensure that the Merger may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to conditions of this Agreement and applicable Law, the conditions set forth in this Agreement, each of the parties agrees to Parties shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary such actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts things as any other Party may reasonably request in order to obtain an approval or waiver from, or cause any of the conditions to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary such other Party’s obligation to consummate the such transactions contemplated hereby specified in ‎ARTICLE 7 and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not ARTICLE 8 to be unreasonably withheld, conditioned fully satisfied. Purchaser and Purchaser Parent shall not enter into any agreement or denied) and (y) none of VMware, Pivotal, or complete any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action transactions that would reasonably be expected to have a material and adverse impact on delay, hinder or prohibit the reasonably expected benefits to VMware of completing the Merger. Each consummation of the parties hereto transactions contemplated hereby, including causing the failure of the closing conditions set forth in ARTICLE 7 and ARTICLE 8 to be satisfied. Purchaser acknowledges that, for purposes of ‎Section 6.01 only, for purposes of using its “commercially reasonable efforts,” Purchaser shall, and shall furnish cause Purchaser Parent and its and Purchaser Parent’s respective directors, officers, employees, agents, attorneys, accountants and representatives to each other party such necessary information consult (subject to Section 6.01(e) and Section 6.01(f) above) and fully cooperate with and provide reasonable assistance as such to Seller in (a) obtaining all necessary Consents or other party may reasonably request permission or action by, and giving all necessary notices to and making all necessary filings with and applications and submissions to, any Governmental Authority or other Person, (b) defending against all Actions or Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby, (c) lifting any permanent or preliminary injunction or restraining order or other similar order issued or entered by any court or Governmental Authority (an “Injunction”) of any type referred to in connection with ‎Section 7.03 and ‎Section 7.09 in general, provided, that Purchaser shall not be required to seek rehearing of or appeal any ruling of the foregoingLPSC or FERC, subject to section 5.4.and (d) consummating and making effective the transactions contemplated hereby

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its commercially reasonable efforts to take, or cause to be taken, all actions that are necessaryand to do, proper or advisable cause to be done, all things permitted or required under Applicable Laws to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementSubject Transactions, including using its commercially reasonable efforts to accomplish the following: (i) from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, obtain from Authorities and, subject to Section 6.8, all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain Persons’ all necessary actions or nonactions, waivers, consents, approvals, authorizations, qualifications and orders and authorizations from Governmental Entities, make all as are necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, for the consummation of the Subject Transactions and (iiiii) execute and deliver any additional instruments necessary to consummate from the transactions contemplated hereby and fully to carry out date of this Agreement until the purposes earlier of the Closing or the termination of this Agreement, excepthave vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is then in effect 40 and that enjoins, restrains, conditions or makes illegal or otherwise restricts or prohibits the consummation of the Subject Transactions. In furtherance and not in limitation of the foregoing, each Seller shall, and shall cause each of the Companies and their respective Representatives to, permit Buyer reasonably to participate at Buyer’s cost and expense in the defense and settlement of any claim, suit or cause of action relating to this Agreement or the transactions contemplated hereby, and no Seller shall (and each Seller shall cause each of the Companies not to) settle or compromise any such claim, suit or cause of action without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything herein to the contrary, Buyer shall not be required to take or agree to undertake any action requested by an Authority, including entering into any consent decree, hold separate order or other arrangement (that occurs prior to the Closing), that would (xA) none require the divestiture of Pivotal nor any assets of Buyer (other than the payments required by Article II to be made by Buyer), any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Companies or any of their Affiliates shall be required respective Affiliates, (B) limit Buyer’s freedom of action after the Closing with respect to, or its ability to sellconsolidate and control, divest, license any of the Companies or otherwise dispose any of any capital stock or other equity or voting interest, their assets (whether tangible or intangible), rights, products or businesses or any of Buyer’s or its Affiliates’ other assets or businesses or (C) other than restrictions or limitations under applicable securities laws, limit Buyer’s ability to acquire or hold, or exercise full rights of ownership with respect to, the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Shares.

Commercially Reasonable Efforts. (a) Upon the terms The Company and subject to the conditions set forth in this AgreementParent shall, each of the parties agrees to and shall use their commercially reasonable efforts to cause their respective Subsidiaries, as applicable, to: (i) promptly make all filings and seek to obtain all Authorizations (including, without limitation, all filings required under the HSR Act) required under all applicable Laws with respect to the Merger and the other transactions contemplated hereby and will reasonably consult and cooperate with each other with respect thereto; (ii) not take any action (including effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction except as set forth in the Company Disclosure Statement) which would impair the ability of the parties to consummate the Merger; and (iii) use their commercially reasonable efforts to promptly (x) take, or cause to be taken, all other actions that are and (y) do, or cause to be done, all other things reasonably necessary, proper or advisable appropriate to satisfy the conditions set forth in Articles VII and VIII (unless waived) and to consummate and make effectiveeffective the transactions contemplated by this Agreement on the terms and conditions set forth herein (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); provided, however, that no loan agreement or contract for borrowed money shall be repaid except as currently required by its terms, in whole or in part, and, subject to Section 6.1, no contract shall be amended to increase the most expeditious manner practicableamount payable thereunder or otherwise to be more burdensome to the Company or any of its Subsidiaries in order to obtain any such consent, approval or authorization without first obtaining the written approval of Parent and Merger Sub. Each party shall promptly notify the other party of any communication to that party from any Governmental Authority in connection with any required filing with, or approval or review by, such Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts hereby and permit the other party to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation review in other discussions or negotiations with, third parties, including as required under advance any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts proposed communication to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract Authority in such connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4permitted by applicable law.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to shall use all commercially reasonable efforts to take, or cause to be taken, and to cause their Affiliates to take, or cause to be taken, all actions that are appropriate action to do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) obtain from Governmental Authorities and other Persons all required consents, approvals or waivers fromapprovals, or participation in authorizations, qualifications and orders, and provide to Governmental Authorities and other discussions or negotiations withPersons all notices, third parties, including as required under any Material Contractare necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, promptly make all necessary registrationsfilings, declarations and filings and thereafter make all commercially reasonable efforts any other required submissions, with respect to obtain an approval or waiver from, or to avoid this Agreement required under any Legal Proceeding by, any Governmental EntityApplicable Law, and (iii) execute have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and deliver any additional instruments necessary to consummate that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated hereby by this Agreement and fully the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the parties hereto shall permit each other reasonably to carry out participate in the purposes defense and settlement of any claim, suit or cause of action relating to this Agreement, exceptthe Merger or the other transactions contemplated hereby, and shall not settle or compromise any such claim, suit or cause of action without EQM’s and Holdings’s written consent. Notwithstanding anything herein to the contrary, neither party shall be required by this Section 5.5 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (xA) none of Pivotal nor any of its Subsidiaries may commit to require the payment divestiture of any feematerial assets of EQM, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without Holdings (except for the prior written consent of VMware (not Membership Interests pursuant to be unreasonably withheld, conditioned or deniedthis Merger) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required respective Affiliates, or (B) limit in any material respect EQM’s freedom of action with respect to, or its ability to sellconsolidate and control, divest, license Equitrans or otherwise dispose any of any capital stock or other equity or voting interest, its assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware any of completing the Merger. Each of the parties hereto shall furnish to each EQM’s or its Affiliates’ other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4assets or businesses.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by 45 this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders approvals and authorizations waivers from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties and deliver any additional instruments (iv) obtaining or transferring all Environmental Permits necessary for operating the business of the Surviving Corporation pursuant to consummate applicable Environmental Law. In connection with and without limiting the foregoing, the Company and Parent shall duly file the HSR Filing required under the HSR Act with respect to the transactions contemplated hereby by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and fully its Board of Directors shall (1) take all action necessary to carry out ensure that no “control share acquisitions”, “business combinations”, “fair price” (including Sections 302A.671, .673 and .675 of the purposes of MBCA) or other state takeover laws or other state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, except, that (x) none of Pivotal nor the Merger or any of its Subsidiaries the other transactions contemplated by this Agreement and (2) if any state takeover laws or other state takeover statute or similar statute or regulation becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may commit be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the payment effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. In addition, the Company shall take the actions set forth on Section 5.03 of the Company Disclosure Schedule. Nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any feebusiness of Parent, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, Company or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4respective Subsidiaries.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, each of the parties Parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, effective as promptly as practicable the Merger and the other transactions contemplated by this Agreementhereby, and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (iia) obtain all necessary actions or nonactions, waivers, consents and approvals from other parties to material agreements, leases and other contracts, (b) obtain all necessary consents, approvals, orders approvals and authorizations from Governmental Entitiesas are required to be obtained under any federal, make all state or foreign Law or regulation, (c) effect any necessary registrations, declarations registrations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any submissions of information requested by Governmental EntityAuthorities, and (iiie) execute and deliver any additional instruments necessary fulfill all conditions to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement. In furtherance of and not in limitation of the foregoing, exceptthe Company shall permit Parent, that (x) none of Pivotal nor any of at its Subsidiaries may commit sole expense, to reasonably participate in the payment defense and settlement of any feeclaim, penalty suit or cause of action relating to any Takeover Proposal, the Merger, this Agreement or the other consideration Transactions contemplated hereby, and the Company shall not settle or make compromise any other concessionsuch claim, waiver suit or amendment under any Contract in connection with obtaining any consent cause of action without the Parent’s prior written consent, which consent of VMware (shall not to be unreasonably withheld, conditioned or denieddelayed. Notwithstanding the foregoing in this Section 5.06 or anything contained in this Agreement to the contrary, in no event shall Parent or Merger Sub be required to, or the Company be permitted to, (i) and (y) none agree to any divestiture of VMwareany businesses, Pivotalassets or product lines of the Company, Parent or any of their Affiliates shall be required respective Subsidiaries or Affiliates, (ii) commence or file any action, suit, claim, litigation or other proceeding, (iii) agree to sell, divest, license or otherwise dispose the imposition of any capital stock conditions or any amendments to any contracts or agreements (other equity than as expressly provided for in this Agreement) or voting interest, assets (whether tangible iv) make any payments or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected provide any economic benefits to VMware of completing third parties, in each case in order to obtain any approval or consent that is necessary to consummate the Merger. Each of the parties hereto shall furnish to each Merger or any other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transaction contemplated by this Agreement.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the other Transaction Agreements or Purchaser Documents, including using commercially reasonable efforts to accomplish satisfy the following: (i) obtain all required consentsconditions precedent to the obligations of either of the parties hereto, approvals to execute such documents as may be necessary or waivers fromadvisable to confirm the ownership rights of the Company and HRM in the assets and properties used in the EMS Business or the Business Office Business, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) to obtain all necessary actions or nonactionsPermits, waivers, consents, approvals, orders and authorizations from Governmental Entities, make to effect all necessary registrations, declarations registrations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any all necessary consents of Governmental Entity, Bodies and (iii) execute and deliver any additional instruments other third parties necessary for the parties to consummate the transactions contemplated hereby and fully hereby. Nothing in this Agreement shall be construed as an attempt or agreement to carry out assign any contract, agreement, license, lease or other commitment that is nonassignable under applicable law, rules or regulations or without the purposes consent of this Agreementthe other party or parties thereto unless the appropriate consent shall have been given. In order, excepthowever, that the full value of every contract or commitment described herein may be realized by Purchaser, and with the understanding and agreement of the parties hereto that the economic benefits and risks of the EMS Business and the Business Office Business from and after the Closing Date shall be solely for the account of the Company and Purchaser, Seller shall , by itself or by its agents, at the request and expense and under the direction of the Company or Purchaser, in the name of Seller or otherwise as Purchaser shall specify and as shall be permitted by applicable law, rules and regulations, take all such action and do or cause to be done all such things as shall in the opinion of Purchaser be reasonably necessary or proper (x) none in order that the rights and obligations of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment Company under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to such contracts shall be unreasonably withheld, conditioned or denied) preserved and (y) none for, and to facilitate, the collection of VMwarethe moneys due and payable, Pivotaland to become due and payable, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent thatCompany in and under every such contract and claim, individually and Seller shall hold the same for the benefit of and shall pay the same over promptly to the Company or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Purchaser.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement and in accordance with applicable Laws, each of the parties agrees to this Agreement will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable to ensure that the conditions set forth in Article VI are satisfied and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain obtaining all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from (A) any Governmental Entities, make Entity and (B) any Clients and making all necessary registrations, declarations registrations and filings and make taking all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, (I) any Governmental EntityEntity and (II) any Client, (ii) making, as promptly as practicable (and in any event within ten (10) Business Days), an appropriate filing with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby, which filings shall specifically request early termination of the waiting period prescribed by the HSR Act, and submitting as promptly as practicable any supplemental information requested in connection therewith pursuant to the HSR Act, (iii) making, as promptly as practicable, appropriate filings under any Foreign Merger Control Law, if required, (iv) obtaining all consents, approvals or waivers from, or taking other actions with respect to, third parties necessary or advisable to be obtained or taken in connection with the transactions contemplated by this Agreement, (v) subject to first having used its commercially reasonable efforts to negotiate a reasonable resolution of any objections underlying such lawsuits or other legal proceedings, defending and contesting any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated by this Agreement, including seeking to have any stay or temporary restraining order entered by any Governmental Entity vacated or reversed, and (iiivi) execute executing and deliver delivering any additional instruments necessary to consummate the transactions contemplated hereby hereby, and to fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Parties hereto shall use its respective commercially reasonable efforts (subject to, and in accordance with, applicable Law) to take, or cause to be taken, all actions that are and to do promptly, or cause to be done promptly, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger Mergers and the other transactions contemplated by this Agreement, including using preparing and filing as promptly as practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the Mergers and the other transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, subject to the terms and conditions of this Agreement, each of the Parties hereto agrees to use its commercially reasonable efforts to accomplish the following: (i) obtain all cooperate with the other Party in determining which filings are required to be made prior to the Closing with, and which consents, approvals clearances, approvals, permits or waivers authorizations are required to be obtained prior to the Closing from, or participation any Governmental Authority in connection with the execution and delivery of this Agreement and the consummation of the Mergers and the other discussions or negotiations with, third parties, including as required under any Material Contracttransactions contemplated hereby and in timely making all such filings, (ii) obtain all necessary actions or nonactionspromptly furnish the other Party, waiverssubject, consentsin appropriate cases, approvalsto appropriate confidentiality agreements to limit disclosure to outside lawyers and consultants, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party Party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registrations and submissions of information to any Governmental Authority with respect to this Agreement or the foregoingtransactions contemplated hereby, subject (iii) supply as promptly as practicable and to section 5.4the extent necessary any additional information and documentary material that may be requested pursuant to any applicable Laws by any Governmental Authority and (iv) take or cause to be taken all other actions necessary, proper or advisable to obtain applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of the applicable waiting periods with respect to the Mergers under any applicable Laws as promptly as practicable and, in any event, no later than the Outside Date.

Commercially Reasonable Efforts. (a) Upon Subject to the express provisions of Section 5.2 and Section 5.3 hereof and upon the terms and subject to the conditions set forth in this Agreementherein, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation acts necessary to cause the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle VI to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations declarations, submissions and filings (including registrations, declarations, filings and make submissions of Second Request Responses with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (iii) execute the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby and deliver (iv) the 44 execution or delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement; provided, however, that in no event shall this Section 5.6(c) require Parent to take any action that is reasonably expected to materially and adversely affect Parent or its affiliates (other than Merger Sub) following the consummation of the Merger. In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any takeover statute or similar Legal Requirement is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, except, use all commercially reasonable efforts to ensure that (x) none of Pivotal nor any of its Subsidiaries the Merger and the other transactions contemplated by this Agreement may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact consummated as promptly as practicable on the reasonably expected benefits terms contemplated by this Agreement and otherwise to VMware minimize the effect of completing such Legal Requirement on the Merger. Each of , this Agreement and the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transactions contemplated hereby.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, and without limitation to any other covenant or agreement in this Agreement or any other Transaction Agreement, each of the parties Company Shareholder, the Company, New PubCo, Merger Sub and SPAC agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Mergers and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (ia) obtain the taking of all required consentscommercially reasonable acts necessary to cause the conditions precedent set forth in Article VIII, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, to be satisfied; (iib) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings, including registrations, declarations and filings with Governmental Entities, if any, and make filings required pursuant to Antitrust Laws and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding byProceeding; (c) the obtaining of all consents, approvals or waivers from third parties required as a result of the Transactions, including any consents referred to on Section 4.6(b) of the Company Disclosure Letter; (d) the termination of each agreement set forth on Section 7.5(c) of the Company Disclosure Letter; (e) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity, Entity vacated or reversed; and (iiif) execute and deliver the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby consummate, and to fully to carry out the purposes of, the Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to Continental Trust substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”). Notwithstanding anything herein to the contrary, nothing in this Agreement, except, that (x) none of Pivotal nor Agreement shall be deemed to require SPAC or any Company Party to agree to any divestiture by itself or any of its Subsidiaries may commit to the payment Affiliates of any fee, penalty shares or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent shares of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interestof any business, assets (whether tangible or intangible)property, rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact imposition of any limitation on the reasonably expected benefits ability of any of them to VMware conduct their business or to own or exercise control of completing their respective assets, properties, shares and capital stock, or the Merger. Each incurrence of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4any liability or expense.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreementherein provided, each of the parties hereto agrees to promptly effect all necessary filings under the Bank Acts and, to the extent applicable, the HSR Act (which the parties shall file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice on or prior to November 20, 1997 if they determine a filing is so required) and use its commercially reasonable efforts to secure all government clearances (including by taking all reasonable steps to avoid or set aside any preliminary or permanent injunction or other order of any federal or state court of competent jurisdiction or other governmental authority) to consummate and make effective the transactions contemplated by this Agreement. Each of the parties shall have the right to review in advance, and, to the extent practicable, each will consult with the other, in each case subject to applicable laws relating to the exchange of information, with respect to (i) all material written information submitted to the SEC or (ii) descriptions of this Agreement and the transactions contemplated hereby submitted to any rating agency or any other third party, in connection with the transactions contemplated by this Agreement. 26 27 (b) In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each of the parties hereto further agrees to use commercially its reasonable efforts to take, or cause to be taken, all actions that are action, and to do, or cause to be done, all other things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement. In particular, subject to the provisions of Section 11.09 of this Agreement, Fleet and the Company will use their respective commercially reasonable efforts to obtain all other consents, authorizations, orders and approvals required in the most expeditious manner practicableconnection with, and waivers of any material violations, breaches and defaults that may be caused by, the Merger and consummation of the Contribution or the other transactions contemplated by this Agreement. For those of the Material Information Technology Contracts set forth on the Company's Disclosure Schedule which require consent (or any other form of conditional approval) from any third party prior to or after any assignment by the Company, including using commercially the Company and Fleet will each diligently and in good faith exercise reasonable commercial efforts towards obtaining such consents or satisfying any conditions imposed by any third party. Each party hereto further agrees that it will consult with the other party hereto with respect to accomplish the following: (i) obtain obtaining of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waiverspermits, consents, approvals, orders and authorizations from Governmental Entities, make all of third parties and governmental authorities necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary advisable to consummate the transactions contemplated hereby and fully to carry out the purposes of by this Agreement, except, that (x) none and each party will keep the other party appraised of Pivotal nor any the status of its Subsidiaries may commit material matters relating to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each completion of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.transactions contemplated hereby. SECTION 6.05

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in furtherance and not in limitation of the other covenants and agreements set forth herein, each of the parties Company, on the one hand, and Parent and Merger Sub, on the other hand, hereby agrees to use commercially reasonable efforts to take, promptly take (or cause to be promptly taken) all such actions, and to promptly do (or cause to be promptly done) all actions that are such things, reasonably necessary, proper or advisable under this Agreement and all Applicable Laws and Orders, including all Gaming Laws and any Applicable Laws that are binding upon or applicable to the Affiliates of such Person, to satisfy their respective conditions to closing set forth in Article VIII and to consummate and make effectiveeffective the Transactions, including the Merger, as promptly as practicable after the date of this Agreement (and in any event on or before the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementEnd Date), including using commercially reasonable efforts to accomplish the followingto: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as necessary Consents from Third Parties required under any Material Contract, Contracts; (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders orders, authorizations and authorizations other Consents from Governmental EntitiesAuthorities, make all necessary or advisable applications, registrations, declarations declarations, notices, disclosures, petitions, ruling requests, certificates and filings with, and make take all commercially reasonable efforts steps as may be reasonably necessary or advisable to obtain an approval approval, waiver or waiver other Consent from, or to avoid any Legal Proceeding by, any Governmental EntityAuthority (collectively, the “Regulatory Approvals”); (iii) defend or avoid any other Legal Proceeding or Order challenging this Agreement or the consummation of the Transactions, including seeking to have any stay, temporary restraining order or other Order entered by any Governmental Authority of competent jurisdiction vacated or reversed; and (iiiiv) execute and deliver any additional instruments necessary necessary, proper or advisable under this Agreement and/or Applicable Law to consummate the transactions contemplated hereby Transactions and fully to carry out fully the purposes of this Agreement, except, that (x) none . In furtherance and not in limitation of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Applicable Law, each of the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall promptly assist, cooperate and coordinate with the other in connection with the taking of such actions and the doing of such things contemplated by the foregoing clauses (i) through (iv), including preparing and supplying the other as soon as reasonably practicable with any financial or non-financial information and/or documentary materials that may be required or requested by any Governmental Authority (including any Gaming Authority) or as may be reasonably required in order in connection with the Transactions or to otherwise take such actions and do such things.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable (subject, however, to the first sentence of Section 8.04 and the fourth sentence of Section 9.01(a)), the Merger Transactions and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to the Closings to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Authorities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Authorities, if any) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding by, an action or proceeding by any Governmental EntityAuthority, and (iii) execute the obtaining of all necessary consents, approvals or waivers from Third Parties, (iv) the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement and (v) the use of commercially reasonable efforts (up to, but not beyond, December 31, 2011) to defend any lawsuits or other legal proceedings (whether judicial or administrative) challenging this Agreement or the consummation of the Transactions or the other transactions contemplated herein, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed. In connection with and without limiting the first sentence of this Section 9.05, each of Brookfield Office Properties and its Board of Directors and Brookfield Homes and its Board of Directors shall (x) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, exceptthe Merger, that (x) none of Pivotal nor the Contribution or any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) transactions contemplated by this Agreement and (y) none of VMwareif any state takeover statute or similar statute becomes applicable to this Agreement, Pivotalthe Merger, the Contribution or any of their Affiliates shall the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger, the Contribution and the other transactions contemplated by this Agreement may be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact consummated as promptly as practicable on the reasonably expected benefits terms contemplated by this Agreement and otherwise to VMware minimize the effect of completing such statute or regulation on this Agreement, the Merger. Each of , the parties hereto shall furnish to each Contribution and the other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4transactions contemplated by this Agreement.

Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, including the provisions of Section 6.2, each of the parties hereto shall use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable under applicable Laws to consummate and make effective as soon as reasonably practicable the transactions contemplated by this Agreement, including using its reasonable efforts to obtain all necessary or appropriate waivers, consents and approvals, to effect all necessary registrations, filings and submissions (aincluding, but not limited to, (i) filings under the HSR Act and any other submissions requested by the Federal Trade Commission or Department of Justice and (ii) such filings, consents, approvals, orders registrations and declarations as may be required under the Laws of any country other than the United States in which the Company, Parent or any of their respective Subsidiaries conducts any business or owns any assets) and to lift any injunction or other legal bar to the Merger (and, in such case, to proceed with the Merger as expeditiously as possible), subject, however, to the requisite votes of the stockholders of the Company, if applicable. Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the parties agrees to Parties shall use commercially reasonable efforts to take, or cause to be taken, all reasonable actions that are necessaryand to do, proper or advisable cause to consummate be done, all things necessary to satisfy the other conditions of Closing set forth herein and make effectiveto cooperate with all reasonable requests made by the other parties. Without limiting the generality of the foregoing, and notwithstanding anything in this Agreement to the most expeditious manner practicablecontrary, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all Company shall use commercially reasonable efforts to obtain an approval all consents, amendments to or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, waivers from other parties under the terms of all leases and (iii) execute other agreements between the Company and deliver any additional instruments necessary to consummate such parties required as a result of the transactions contemplated hereby by this Agreement and fully obtain all necessary consents, approvals and authorizations as are required to carry out be obtained under any federal or state Law. The Parties shall consult regularly with each other in advance and from time to time regarding the purposes conduct and status of any filings with Governmental Entities. Nothing in this Agreement shall be deemed to require any party to waive any provision of this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty Agreement or other consideration or make any other concession, waiver substantial rights or amendment under agree to any Contract in connection with obtaining any consent without the prior written consent of VMware (not substantial limitation on its operations or to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock significant asset or other equity or voting interestcollection of assets. Between the date hereof and the Closing, assets (whether tangible or intangible)the Company shall give prompt notice to Parent, rights, products or businesses and Parent shall give prompt notice to the extent thatCompany, individually of (a) the occurrence or non-occurrence of any event or circumstance the occurrence or non-occurrence of which would be likely to cause any representation or warranty of such party contained in the aggregate, this Agreement to be untrue or inaccurate if made at such action would reasonably be expected to have a material time and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each (b) any failure of the parties hereto Company or Parent, as the case may be, to comply with or satisfy any of such party's covenants, conditions or agreements to be complied with or satisfied by it hereunder; provided, however, that the delivery or non-delivery of any notice required to be sent pursuant to this Section 6.3 shall furnish not limit or otherwise affect the remedies available hereunder to each other the party receiving such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4notice.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use all commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger Amalgamation and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation causing the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material Contract, Article VI to be satisfied; (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, rulings, exemptions, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and ; (iii) execute and deliver the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, Interwave, Alvarion and their respective Boards of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Amalgamation, this Agreement or any of the transactions contemplated by this Agreement, exceptuse all commercially reasonable efforts to ensure that the Amalgamation and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Amalgamation, that this Agreement and the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement (xexcept as otherwise set forth in this sentence), neither Alvarion nor Interwave shall have any obligation under this Agreement: (i) none of Pivotal nor to dispose or transfer or cause any of its Subsidiaries may subsidiaries to dispose of or transfer any material assets, or to commit to the payment cause Interwave to dispose of any fee, penalty material assets; (ii) to discontinue or other consideration cause any of its subsidiaries to discontinue offering any material product or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotalservice, or to commit to cause Interwave to discontinue offering any of their Affiliates shall be required material product or service; (iii) to sell, divest, license or otherwise dispose make available, or cause any of its subsidiaries to license or otherwise make available, to any person, any material technology, software or other proprietary asset, or to commit to cause Interwave to license or otherwise make available to any Person any material technology, software or other proprietary asset; (iv) to hold separate or cause any of its subsidiaries to hold separate any material assets or operations (either before or after the Closing Date), or to commit to cause Interwave to hold separate any material assets or operations; (v) subject to Section 5.5 hereof, to make or cause any of its subsidiaries to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of Interwave or that would affect its discretion in determining the terms of any capital stock Contract or other equity relationship with any person or voting interestentity; or (vi) to contest or defend against any suits, assets (claims, actions, investigations or proceedings, whether tangible judicial or intangible)administrative, rightschallenging this Agreement or the consummation of the transactions contemplated hereby except, products or businesses to the extent that, individually or in the aggregatecase of any action described in clauses (i) through (vi) of this sentence, where such action would not, in Alvarion’s sole good faith judgment, be reasonably be expected to have be materially burdensome to Alvarion, Interwave and their subsidiaries taken as a material whole, or, in the case of any action described in clause (vi) of this sentence, if Interwave determines in good faith that contesting the legal proceeding would not be advisable. The Chief Executive Officer of Interwave shall use reasonable best efforts to contact Interwave’s significant shareholders and adverse impact on the reasonably expected benefits encourage them to VMware of completing the Merger. Each vote in favor of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Amalgamation.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to Company and Parent shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all Permits required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using ; provided that nothing in this Agreement will (and “commercially reasonable efforts efforts” will in no event) require, or be construed to accomplish the following: require, Parent or Merger Sub to (i) obtain all required consents, approvals commence or waivers from, defend any Action by or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts to obtain an approval or waiver from, or to avoid any Legal Proceeding by, against any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate Authority in connection with the transactions contemplated hereby and fully or (ii) sell, divest, lease, license, transfer, dispose of or otherwise encumber or hold separate (including by establishing a trust or otherwise), or take any other action (including by providing its consent to carry out permit the purposes Company or any of its Subsidiaries to take any of the foregoing actions), or enter into any settlement, undertaking, consent decree, stipulation or agreement requiring any such action, or otherwise proffer or agree to do any of the foregoing, with respect to any of the businesses, assets or properties of Parent, the Company or any of their respective Affiliates or Subsidiaries other than those set forth in ‎Section 9.01(a) of the Company Disclosure Schedule (the “Specified Actions”) (any of the actions described in this Agreementproviso, exceptother than those with respect to the Specified Actions, that (x) none of Pivotal a “Burdensome Condition”). Neither the Company nor any of its Subsidiaries may commit shall take or agree to take any of the payment actions described in the definition of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent “Burdensome Condition” without the prior written consent of VMware (not to be unreasonably withheldParent which, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangiblewithout limiting Parent’s obligations under this ‎Section 9.01(a), rights, products may be granted or businesses to the extent that, individually or withheld in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4Parent’s sole discretion.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including acts necessary to cause the conditions to Closing to be satisfied as required under any Material Contractpromptly as practicable, (ii) obtain the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental Entity, Entity and (iii) execute the obtaining of all necessary consents, approvals or waivers from third parties; provided that none of the Company, Parent or Sub shall be required to make any payment to any such third parties or concede anything of value to obtain such consents. In connection with and deliver without limiting the foregoing, the Company and Parent shall duly file with the U.S. Federal Trade Commission and the Antitrust Division of the Department of Justice the notification and report form (the “HSR Filing”) required under the HSR Act with respect to the transactions contemplated by this Agreement as promptly as practicable. The HSR Filing shall be in substantial compliance with the requirements of the HSR Act. Each party shall cooperate with the other party to the extent necessary to assist the other party in the preparation of its HSR Filing, to request early termination of the waiting period required by the HSR Act and, if requested, to promptly amend or furnish additional information thereunder. The Company and its Board of Directors shall (1) take all action reasonably necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the Merger or any additional instruments of the other transactions contemplated by this Agreement and (2) if any state takeover statute or similar statute becomes applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement, take all action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement. No party shall voluntarily extend any waiting period under the HSR Act and/or enter into any agreement with a Governmental Entity to delay or not to consummate the Merger or any of the other transactions contemplated hereby and fully to carry out the purposes of by this Agreement, except, that (x) none of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection Agreement except with obtaining any consent without the prior written consent of VMware the other party (such consent not to be unreasonably withheld, delayed or conditioned and which reasonableness shall be determined in light of each party’s obligation to do all things necessary, proper or denied) advisable to consummate and (y) none make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement). If any objections are asserted with respect to the Merger or this Agreement under any applicable antitrust or competition law, or if any suit or proceeding is instituted by any Governmental Entity or any other person challenging the Merger or this Agreement as violative of VMwareany applicable antitrust or competition law, Pivotalthe parties shall use their commercially reasonable efforts to resolve such objections, suit or proceeding. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be deemed to require Parent to agree to, or proffer to, divest or hold separate any assets or any portion of any business of Parent, the Company or any of their Affiliates shall be required to sell, divest, license or otherwise dispose respective Subsidiaries. 42 Table of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.Contents

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to hereto shall use all commercially reasonable efforts to take, or cause to be taken, and to cause their Affiliates to take, or cause to be taken, all actions that are appropriate action to do, or cause to be done, all things necessary, proper or advisable under Applicable Law or otherwise to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Ancillary Agreements as promptly as practicable, including using commercially reasonable efforts to accomplish the following: (i) obtain all required from EQT Corporation, the Board of Directors, or any other governing entity or organization applicable to a party hereto, any corporate, partnership or limited liability company consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including authorizations as required under any Material Contractare necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) obtain from Governmental Authorities and other Persons all necessary actions or nonactions, waivers, consents, approvals, authorizations, qualifications and orders and authorizations from provide to Governmental EntitiesAuthorities and other Persons all notices, as are necessary for the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (iii) promptly make all necessary registrations, declarations and filings and thereafter make all commercially reasonable efforts any other required submissions, with respect to obtain an approval or waiver from, or to avoid this Agreement required under any Legal Proceeding by, any Governmental EntityApplicable Law, and (iiiiv) execute have vacated, lifted, reversed or overturned any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) that is in effect and deliver any additional instruments necessary to consummate that enjoins, restrains, conditions, makes illegal or otherwise restricts or prohibits the consummation of the transactions contemplated hereby by this Agreement and fully the Ancillary Agreements. In furtherance and not in limitation of the foregoing, the parties hereto shall permit each other reasonably to carry out participate in the purposes defense and settlement of any claim, suit or cause of action relating to this Agreement, exceptthe Transactions or the other transactions contemplated hereby, and shall not settle or compromise any such claim, suit or cause of action without EQT Corporation’s and EQM’s written consent. Notwithstanding anything herein to the contrary, no party shall be required by this Section 5.5 to take or agree to undertake any action, including entering into any consent decree, hold separate order or other arrangement, that would (xA) none require the divestiture of Pivotal nor any material assets of its Subsidiaries may commit EQM, EQM Gathering, an EQT Party (except for the Subject Interests pursuant to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or deniedTransactions) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required respective Affiliates, or (B) limit in any material respect EQM’s freedom of action with respect to, or its ability to sellconsolidate and control, divest, license EQM Gathering or otherwise dispose any of any capital stock or other equity or voting interest, its assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware any of completing the Merger. Each of the parties hereto shall furnish to each EQM’s or its Affiliates’ other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4assets or businesses.

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, each of the parties agrees to party will use its commercially reasonable efforts to take, or cause to be taken, all actions that are and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement as soon as practicable after the date hereof, including using commercially reasonable efforts to accomplish the following: (i) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all required consents, approvals waivers, licenses, orders, registrations, approvals, permits, tax rulings and authorizations necessary or waivers from, advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or participation in any of the other discussions or negotiations with, third parties, including as required under any Material Contract, transactions contemplated by this Agreement and (ii) taking all reasonable steps as may be necessary to obtain all necessary actions or nonactionssuch material consents, waivers, consentslicenses, approvalsregistrations, permits, authorizations, tax rulings, orders and authorizations from Governmental Entitiesapprovals. In furtherance and not in limitation of the foregoing, each party hereto agrees to make all necessary registrations, declarations an appropriate filing of a Notification and filings Report Form pursuant to the HSR Act and make all commercially reasonable efforts any other Regulatory Law (as defined in Section 5.03(b) below) with respect to obtain an approval or waiver from, or to avoid any Legal Proceeding by, any Governmental Entity, and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated hereby as promptly as practicable after the date hereof and fully to carry out supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the purposes HSR Act and any other Regulatory Law and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. If necessary to obtain any regulatory approval pursuant to any Regulatory Law, or if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted by a Governmental Entity), challenging the Merger or any other transaction contemplated by this AgreementAgreement as violative of any Regulatory Law, excepteach of Parent and the Company shall cooperate with each other and, that if necessary to (I) obtain any regulatory approval, (II) contest, resist or resolve any such action or proceeding, or (III) have vacated, lifted, reversed or overturned any decree, judgment, injunction, or other order (whether temporary, preliminary or permanent): (x) none Parent shall take any and all actions with respect to its assets or the assets of Pivotal nor any of its Subsidiaries may commit (including selling, holding separate, licensing or otherwise disposing of such assets, or agreeing to, or permitting, any of the foregoing with respect to such assets); and (y) Parent shall direct the payment Company, and the Company at the direction of the Parent shall take any and all actions with respect to its assets or the assets of any feeof its Subsidiaries (including selling, penalty holding separate, licensing or other consideration otherwise disposing of such assets, or make agreeing to, or permitting any other concessionof the foregoing with respect to such assets); provided, waiver or amendment under however, that neither Parent nor the Company shall be required to take any Contract in connection with obtaining any consent without of the prior written consent of VMware actions pursuant to clauses (not to be unreasonably withheld, conditioned or deniedx) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent thatthat the assets to be sold, individually held separate, licensed or otherwise disposed of generated, in the aggregate, such action would reasonably be expected to have a material and adverse impact calendar year 2004 (based on the reasonably expected benefits to VMware of completing the Merger. Each internal financial records of the parties hereto shall furnish to Company or Parent, as the case may be) more than $1.9 billion in net sales (each other party such necessary information and reasonable assistance as such other party may reasonably request of the actions set forth in connection with the foregoing, clauses (x) or (y) (subject to section 5.4the foregoing proviso) being referred to as "Specified Efforts").

Commercially Reasonable Efforts. (a) Upon Subject to the terms and subject to the conditions set forth provided in this Agreement, each of the parties agrees to hereto shall use commercially reasonable efforts to taketake promptly, or cause to be takentaken promptly, all actions that are actions, and to do promptly, or cause to be done promptly, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated hereby, to cause all conditions to the obligations of the other parties hereto to be satisfied, to cause the Acquisition to occur, to obtain all necessary waivers, consents, approvals and other documents required to be delivered hereunder and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement; provided, including using commercially reasonable efforts however, that no party shall be required to accomplish agree (and the following: Company shall not agree without the prior consent of Parent) to (ia) obtain all required consentsany license, approvals sale or waivers fromother disposition or holding separate (through establishment of a trust or otherwise) of any shares of its capital stock or of any of its businesses, assets or properties, its subsidiaries or affiliates, (b) the imposition of any limitation on the ability of Parent, its subsidiaries or affiliates or the Company to conduct their respective businesses or own any capital stock or assets or to acquire, hold or exercise full rights of ownership of their respective businesses and, in the case of Parent, the businesses of the Company, or participation in other discussions (c) the imposition of any impediment on Parent, its Subsidiaries or negotiations with, third parties, including as required affiliates or the Company under any Material Contractstatute, rule, regulation, executive order, decree, order or other legal restraint governing competition, monopolies or restrictive trade practices (any such action described in (a), (iib) obtain all necessary actions or nonactions(c), waivers, consents, approvals, orders and authorizations from Governmental Entities, make all necessary registrations, declarations and filings and make all commercially reasonable efforts an “Action of Divestiture”). Nothing herein shall require Parent or permit any Acquired Entity (without the prior consent of Parent) to obtain an approval or waiver from, or to avoid any Legal Proceeding by, litigate with any Governmental Entity, and . Nothing in this Agreement shall require Parent or permit any Acquired Entity (iiiwithout the prior consent of Parent) execute and deliver to pay any additional instruments necessary consideration or agree to consummate the transactions contemplated hereby and fully to carry out the purposes any modifications of this Agreement, except, that existing Contracts or entry into new Contracts (x) none of Pivotal nor any of its Subsidiaries may commit to other than the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract customary filing and application fees) in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheldwaivers, conditioned or denied) and (y) none of VMwareconsents, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock approvals from Governmental Entities or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request Persons in connection with this Agreement, the foregoingRelated Agreements or the transactions contemplated hereby or thereby, subject to section 5.4except as disclosed in Section 5.1(c) of the Disclosure Schedule.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement (including those contained in this Section 5.09), each of the parties agrees to hereto shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain all required consents, approvals or waivers from, or participation in other discussions or negotiations with, third parties, including as required under any Material Contract, (ii) obtain the obtaining of all necessary actions or nonactionspermits, waivers, consents, approvals, orders approvals and authorizations actions or nonactions from Governmental Entities, make Entities and the making of all necessary registrations, declarations registrations and filings (including filings with Governmental Entities) and make the taking of all commercially reasonable efforts steps as may be necessary to obtain an approval or waiver from, or to avoid any Legal Proceeding an action or proceeding by, any Governmental EntityEntities, (ii) the obtaining of all necessary consents or waivers from third parties, and (iii) execute the execution and deliver delivery of any additional instruments necessary to consummate the transactions contemplated hereby Merger and to fully to carry out the purposes of this Agreement. FCI, exceptBuyer and Mezzanine will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company, that FCI, Buyer and Mezzanine shall, subject to applicable Law, promptly (x) none cooperate and coordinate with the other in the taking of Pivotal nor any of its Subsidiaries may commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent of VMware (not to be unreasonably withheld, conditioned or denied) actions contemplated above and (y) none supply the other with any information that may be reasonably required in order to effectuate the taking of VMwaresuch actions. Each party hereto shall promptly inform the other party or parties hereto, Pivotalas the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement. If the Company or any of their Affiliates the Forsyth Parties receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use commercially reasonable efforts to make, or cause to be required made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party’s counsel with advance notice and the opportunity to sell, divest, license or otherwise dispose attend and participate in any meeting with any Governmental Entity in respect of any capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact on the reasonably expected benefits to VMware of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4.filing made

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Sale and Purchase and the other transactions contemplated by this AgreementContemplated Transactions, including using commercially reasonable efforts to accomplish the following: (ia) obtain the taking of all required consentscommercially reasonable acts necessary to cause the conditions precedent set forth in ARTICLE VII or ARTICLE VIII, approvals or waivers fromas applicable, or participation in other discussions or negotiations with, third parties, including as required under any Material Contractto be satisfied, (iib) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Authorities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Authorities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding byAction, any Governmental Entity(c) the obtaining of all consents, and approvals or waivers from third parties (iii) execute and deliver any additional instruments necessary to consummate it being understood that nothing herein shall require the transactions contemplated hereby and fully to carry out the purposes of this Agreement, except, that (x) none of Pivotal nor Parties or any of its Subsidiaries may commit their respective Affiliates to the payment of incur any fee, penalty liability or other consideration or make any other concession, waiver or amendment under any Contract material expense in connection with obtaining any consent without consent, approval or waiver), (d) the prior written consent defending of VMware (not any Action challenging this Agreement or the consummation of the Contemplated Transactions, including seeking to be unreasonably withheld, conditioned have any stay or denied) temporary restraining order entered by any court or other Governmental Authority vacated or reversed and (ye) none the execution or delivery of VMwareany additional instruments reasonably necessary to consummate, Pivotaland to fully carry out the purposes of, the Contemplated Transactions. In connection with and without limiting the foregoing, Buyer, on the one hand, and Seller and the Company, on the other hand, shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Sale and Purchase, this Agreement or any of their Affiliates the Contemplated Transactions, use its commercially reasonable efforts to enable the Sale and Purchase and the other Contemplated Transactions to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be required deemed to sell, divest, license require Buyer or otherwise dispose the Company to agree to any divestiture by itself or any of its Affiliates of Equity Interests or of any capital stock or other equity or voting interestbusiness, assets (whether tangible or intangible)property, rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a material and adverse impact imposition of any limitation on the reasonably expected benefits ability of any of them to VMware conduct their business or to own or exercise control of completing their respective assets, properties, and Equity Interests, or the Merger. Each incurrence of the parties hereto shall furnish to each other party such necessary information and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4any liability or expense.

Commercially Reasonable Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions that are actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the First Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) obtain the taking of all required consents, approvals or waivers from, or participation reasonable acts necessary to cause the conditions precedent set forth in other discussions or negotiations with, third parties, including as required under any Material ContractArticle VII to be satisfied, (ii) obtain the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities, make Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and make filings with Governmental Entities, if any) and the taking of all commercially reasonable efforts to obtain an approval or waiver from, or steps as may be necessary to avoid any Legal Proceeding bysuit, claim, action, investigation or proceeding by any Governmental Entity, and (iii) execute the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and deliver (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated hereby by, and to fully to carry out the purposes of, this Agreement. In connection with and without limiting the foregoing, the Parent and its board of directors and the Company and its board of directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Transaction, this Agreement or any of the transactions contemplated by this Agreement, exceptuse its commercially reasonable efforts to enable the First Merger and the other transactions contemplated by this Agreement to be consummated as promptly as practicable on the terms contemplated by this Agreement. Notwithstanding anything herein to the contrary, that (x) none of Pivotal nor nothing in this Agreement shall be deemed to require the Parent or the Company to agree to any divestiture by itself or any of its Subsidiaries may commit to the payment affiliates of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with obtaining any consent without the prior written consent shares of VMware (not to be unreasonably withheld, conditioned or denied) and (y) none of VMware, Pivotal, or any of their Affiliates shall be required to sell, divest, license or otherwise dispose of any capital stock or other equity or voting interestof any business, assets (whether tangible or intangible)property, rights, products or businesses to the extent that, individually or in the aggregate, such action would reasonably be expected to have a imposition of any material and adverse impact limitation on the reasonably expected benefits ability of any of them to VMware conduct their business or to own or exercise control of completing the Merger. Each of the parties hereto shall furnish to each other party such necessary information assets, properties and reasonable assistance as such other party may reasonably request in connection with the foregoing, subject to section 5.4stock.